Exhibit 10.1


 


 






 Deal CUSIP 68572PAA7


Revolving Loan CUSIP 68572PAB5


Term Loan CUSIP 68572PAC3


Draw Loan CUSIP 68572PAD1


 


SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


DATED AS OF
JUNE 25, 2015


 


AMONG


 


ORCHIDS PAPER
PRODUCTS COMPANY,


 


THE LENDERS,


 


U.S. BANK NATIONAL
ASSOCIATION,

AS ADMINISTRATIVE AGENT


 


JPMORGAN CHASE
BANK, N.A.,


AS DOCUMENTATION
AGENT


 


AND 


 


U.S. BANK NATIONAL
ASSOCIATION,

AS LEAD ARRANGER AND SOLE BOOK RUNNER 


 





 



 




    	 



    	 



    

  


Table of Contents


 





	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	1
	 	 
	ARTICLE II THE CREDITS	26
	 	 	 
	2.1.	Commitment	26
	2.2.	Required Payments	26
	2.3.	Ratable Loans; Types of Advances	27
	2.4.	Swing Line Loans	27
	2.5.	Commitment Fee	28
	2.6.	Minimum Amount of Each Revolving Advance	28
	2.7.	Reduction in Aggregate Revolving Commitment; Optional Principal
    Payments	29
	2.8.	Method of Selecting Types and Interest Periods for New Advances	29
	2.9.	Conversion and Continuation of Outstanding Advances; Maximum
    Number of Interest Periods	30
	2.10.	Interest Rates	30
	2.11.	Rates Applicable After Event of Default	31
	2.12.	Method of Payment; Repayment of Revolving Loans, Term Loans	31
	2.13.	Noteless Agreement; Evidence of Indebtedness	32
	2.14.	Telephonic Notices	32
	2.15.	Interest Payment Dates; Interest and Fee Basis	33
	2.16.	Notification of Advances, Interest Rates, Prepayments and Commitment
    Reductions	33
	2.17.	Lending Installations	33
	2.18.	Non-Receipt of Funds by the Administrative Agent	33
	2.19.	Facility LCs	34
	2.20.	Replacement of Lender	37
	2.21.	Limitation of Interest	38
	2.22.	Defaulting Lenders	38
	2.23.	[Intentionally Omitted]	41
	2.24.	[Intentionally Omitted]	41
	2.25.	[Intentionally Omitted]	41
	2.26.	Increase Option	42
	 	 	 
	ARTICLE III YIELD PROTECTION; TAXES	43
	 	 	 
	3.1.	Yield Protection	43
	3.2.	Changes in Capital Adequacy Regulations	44
	3.3.	Availability of Types of Advances; Adequacy of Interest Rate	44
	3.4.	Funding Indemnification	44







 




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	3.5.	Taxes	45
	3.6.	Selection of Lending Installation; Mitigation Obligations; Lender
    Statements; Survival of Indemnity	48
	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT	48
	 	 	 
	4.1.	Initial Credit Extension	48
	4.2.	Each Credit Extension	50
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	50
	 	 	 
	5.1.	Existence and Standing	51
	5.2.	Authorization and Validity	51
	5.3.	No Conflict; Government Consent	51
	5.4.	Financial Statements	51
	5.5.	Material Adverse Change	51
	5.6.	Taxes	51
	5.7.	Litigation and Contingent Obligations	52
	5.8.	Subsidiaries	52
	5.9.	ERISA	52
	5.10.	Accuracy of Information	52
	5.11.	Regulation U	52
	5.12.	Material Agreements	52
	5.13.	Compliance With Laws	52
	5.14.	Ownership of Properties	53
	5.15.	Plan Assets; Prohibited Transactions	53
	5.16.	Environmental Matters	53
	5.17.	Investment Company Act	53
	5.18.	Insurance	53
	5.19.	Solvency	53
	5.20.	No Default	54
	5.21.	Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws	54
	 	 	 
	ARTICLE VI COVENANTS	54
	 	 	 
	6.1.	Financial Reporting	54
	6.2.	Use of Proceeds	55
	6.3.	Notice of Material Events	55
	6.4.	Conduct of Business	56
	6.5.	Taxes	56
	6.6.	Insurance	56
	6.7.	Compliance with Laws and Material Contractual Obligations	57
	6.8.	Maintenance of Properties	57
	6.9.	Books and Records; Inspection	57
	6.10.	Payment of Obligations	57
	6.11.	Indebtedness	57
	6.12.	Merger	58
	6.13.	Sale of Assets	58
	6.14.	Investments	58
	6.15.	Acquisitions	58
	6.16.	Liens	59









    	 



    	 



    

 





	6.17.	Affiliates	59
	6.18.	Sale and Leaseback Transactions	59
	6.19.	Financial Contracts	60
	6.20.	Restricted Payments	60
	6.21.	Financial Covenants	60
	6.22.	Further Assurances	60
	6.23.	OFAC, PATRIOT Act Compliance	61
	6.24.	Draw Loan Covenants..	61
	6.25.	Swap  Requirement..	61
	 	 	 
	ARTICLE VII DEFAULTS	61
	 	 
	ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS
    AND REMEDIES	63
	 	 	 
	8.1.	Acceleration; Remedies	63
	8.2.	Application of Funds	65
	8.3.	Waivers and Amendments	65
	8.4.	Preservation of Rights	66
	 	 	 
	ARTICLE IX GENERAL PROVISIONS	66
	 	 	 
	9.1.	Survival of Representations	66
	9.2.	Governmental Regulation	66
	9.3.	Headings	66
	9.4.	Entire Agreement	66
	9.5.	Several Obligations; Benefits of this Agreement	67
	9.6.	Expenses; Indemnification	67
	9.7.	Numbers of Documents	68
	9.8.	Accounting	68
	9.9.	Severability of Provisions	68
	9.10.	Nonliability of Lenders	68
	9.11.	Confidentiality	69
	9.12.	Nonreliance	69
	9.13.	Disclosure	69
	9.14.	USA PATRIOT ACT NOTIFICATION	69
	 	 	 
	ARTICLE X THE ADMINISTRATIVE AGENT	70
	 	 	 
	10.1.	Appointment; Nature of Relationship	70
	10.2.	Powers	70
	10.3.	General Immunity	70
	10.4.	No Responsibility for Loans, Recitals, etc	70
	10.5.	Action on Instructions of Lenders	71
	10.6.	Employment of Administrative Agents and Counsel	71
	10.7.	Reliance on Documents; Counsel	71
	10.8.	Administrative Agent’s Reimbursement and Indemnification	71
	10.9.	Notice of Event of Default	72
	10.10.	Rights as a Lender	72
	10.11.	Lender Credit Decision, Legal Representation	72
	10.12.	Successor Administrative Agent	73
	10.13.	Administrative Agent	73







 




    	 



    	 



    

 





	10.14.	Delegation to Affiliates	73
	10.15.	Execution of Collateral Documents	73
	10.16.	Collateral Releases	73
	10.17.	Documentation Agent	74
	10.18.	No Advisory or Fiduciary Responsibility	74
	 	 	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS	74
	 	 	 
	11.1.	Setoff	74
	11.2.	Ratable Payments	74
	 	 	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS;
    PARTICIPATIONS	75
	 	 	 
	12.1.	Successors and Assigns	75
	12.2.	Participations	75
	12.3.	Assignments	76
	 	 	 
	ARTICLE XIII NOTICES	78
	 	 	 
	13.1.	Notices; Effectiveness; Electronic Communication	78
	 	 	 
	ARTICLE
    XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION	79
	 	 	 
	14.1.	Counterparts; Effectiveness	79
	14.2.	Electronic Execution of Assignments	79
	 	 	 
	ARTICLE
    XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	79
	 	 	 
	15.1.	CHOICE OF LAW	79
	15.2.	CONSENT TO JURISDICTION	80
	15.3.	WAIVER OF JURY TRIAL	80




 


SCHEDULES


 


PRICING SCHEDULE


 


SCHEDULE 1 – Commitments


 


SCHEDULE 5.8 – Subsidiaries


 


SCHEDULE 5.14 – Properties


 


SCHEDULE 6.11 – Indebtedness


 


SCHEDULE 6.14 – Investments





 





SCHEDULE 6.16 - Liens


 




    	 



    	 



    

 


EXHIBITS


 


EXHIBIT A – Form of Opinion


 


EXHIBIT B – Form of Compliance Certificate


 


EXHIBIT C – Form of Assignment and Assumption Agreement


 


EXHIBIT D-1 – Form of Borrowing Notice


 


EXHIBIT D-2 – Form of Conversion/Continuation Notice


 


EXHIBIT D-3 – Form of Payment Notice


 


EXHIBIT E – Borrowing Base Certificate


 


EXHIBIT F – Form of Increasing Lender Supplement


 


EXHIBIT G – Form of Augmenting Lender Supplement


 


EXHIBIT H – Draw Loan Terms and Conditions


 




    	 



    	 



    

 


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


This Second Amended
and Restated Credit Agreement (the “Agreement”), dated as of June 25, 2015, is among Orchids Paper Products Company,
a Delaware corporation, the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line
Lender and as Administrative Agent.


 


PRELIMINARY STATEMENTS


 


The parties hereto
are parties to that certain Amended and Restated Credit Agreement dated as of April 28, 2015 (the "Prior Credit Agreement").


 


Borrower has requested
that the Lenders, Administrative Agent, LC Issuer and Swing Line Lender amend and restate the terms of the Prior Credit Agreement.


 


Lenders, Administrative
Agent, LC Issuer and Swing Line Lender are willing to amend and restate the terms of the Prior Credit Agreement, in accordance
with and subject to the terms and conditions set forth herein.


 


AGREEMENT


 


The parties hereto
agree as follows:


 


ARTICLE
I



DEFINITIONS


 


As used in this Agreement:


 


“Account Debtor”
means the account debtor or obligor with respect to any of the Receivables.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation
or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of
the outstanding ownership interests of a partnership or limited liability company.


 


“Administrative
Agent” means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.


 


“Advance”
means a borrowing hereunder of (i) Revolving Loans made by some or all of the Revolving Lenders, of the same Type, made, converted
or continued on the same Borrowing Date or date of conversion or continuation, as applicable, and, in the case of Eurocurrency
Loans, for the same Interest Period, (ii) a Term Loan made on the same date and, in the case of Eurocurrency Loans, as to which
a single Interest Period is in effect, and (iii) Draw Loans made on the same date and, in the case of Eurocurrency Loans, as to
which a single Interest Period is in effect. The term “Advance” shall include Swing Line Loans unless otherwise expressly
provided. The term "Advance" shall include Protective Advances, as defined on Exhibit H attached hereto.


 




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“Affected Foreign
Subsidiary” means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Guarantor would cause a Deemed
Dividend Problem.


 


“Affected Lender”
is defined in Section 2.20.


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person,
including, without limitation, such Person’s Subsidiaries. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether
through ownership of stock, by contract or otherwise.


 


“Aggregate Commitment”
means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to Section 2.7 and increased
pursuant to Section 2.26. As of the date of this Agreement, the Aggregate Commitment is $187,300,000.


 


“Aggregate Outstanding
Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.


 


“Agreement”
means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time. The
term "Agreement" includes all Schedules and Exhibits attached hereto.


 


“Alternate Base
Rate” means, for any day, a rate of interest per annum equal to the highest of (i) the Prime Rate for such day, (ii) the
sum of the Federal Funds Effective Rate for such day plus 1.50% per annum and (iii) the Daily Eurocurrency Base Rate (without
giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) for Dollars plus 2.0%, provided that, for the avoidance of doubt, the
Daily Eurocurrency Base Rate for any day shall be based on the rate reported by the applicable financial information service at
approximately 11:00 a.m. London time on such day.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time
to time concerning or relating to bribery or corruption.


 


“Applicable
Fee Rate” means, at any time, the percentage rate per annum at which commitment fees are accruing on the Available Aggregate
Revolving/Draw Commitment at such time as set forth in the Pricing Schedule.


 


“Applicable
Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such
time with respect to Advances of such Type as set forth in the Pricing Schedule.


 


“Applicable
Pledge Percentage” means 100% but 65% in the case of a pledge by the Borrower or any Domestic Subsidiary of its equity interests
in an Affected Foreign Subsidiary.


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 




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“Arranger”
means U.S. Bank, and its successors, in its capacity as Lead Arranger and Sole Book Runner.


 


“Article”
means an article of this Agreement unless another document is specifically referenced.


 


“Augmenting
Lender” is defined in Section 2.26.


 


“Authorized
Officer” means any of the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Borrower, acting
singly.


 


“Available Aggregate
Revolving/Draw Commitment” means, at any time, the aggregate Revolving Commitments then in effect plus the aggregate
Draw Loan Commitments then in effect minus the aggregate Revolving Exposures at such time minus the aggregate principal
amount of Draw Loans outstanding at such time.


 


“Bank Approved
Appraisal” means an appraisal dated February 2, 2015, by Colliers International Valuation & Advisory Services addressed
to the Administrative Agent and relating to the property encumbered by the South Carolina Mortgage.


 


“Base Rate”
means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin,
in each case changing when and as the Alternate Base Rate or the Applicable Margin changes.


 


“Base Rate Advance”
means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Base Rate.


 


“Base Rate Loan”
means a Loan which, except as otherwise provided in Section 2.11, bears interest at the Base Rate.


 


“Borrower”
means Orchids Paper Products Company, a Delaware corporation, and its successors and assigns.


 


“Borrowing Base”
means, as of any date of calculation, an amount, as set forth on the most current Borrowing Base Certificate delivered to the
Administrative Agent, equal to the sum of (a) 80% of Eligible Receivables as of such date, plus (b) 50% of Eligible
Raw Materials Inventory, plus (c) 60% of Eligible Parent Roll Inventory, plus (d) 50% of Eligible Finished Goods
Inventory, minus (e) the Borrowing Base Adjustments.


 


“Borrowing Base
Adjustments” means (a) reserves established in respect of the Borrowing Base, as determined by the Administrative Agent
in its reasonable credit judgment at any time and from time to time and/or (b) reserves established as a result of the revision
of the standards of eligibility in respect of Eligible Receivables and Eligible Inventory by the Administrative Agent in its reasonable
credit judgment at any time and from time to time, in each case upon written notice to the Borrower.


 


“Borrowing Base
Certificate” means a certificate executed by an Authorized Officer, in the form attached hereto as Exhibit E,
(with such modifications to such form as may be reasonably requested by the Administrative Agent or the Required Lenders from
time to time), setting forth the Borrowing Base and the component calculations in respect of the foregoing.


 


"Borrowing Base
Period" means any period during the term of this Agreement in which (a) the aggregate Revolving Exposures exceed $10,000,000.00
or with the making of a requested Advance will exceed $10,000,000.00, and (b) the appraised margined value of Borrower's domestic
real and personal property assets, as determined by an appraisal thereof performed by a third-party independent appraiser acceptable
to and engaged by the Administrative Agent is less than 120% of the Aggregate Commitment.


 




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“Borrowing Date”
means a date on which an Advance is made or a Facility LC is issued hereunder.


 


“Borrowing Notice”
is defined in Section 2.8.


 


“Business Day”
means (i) with respect to any borrowing, payment or rate selection of Eurocurrency Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in St. Louis, Missouri, Overland Park, Kansas and London, England for the conduct of substantially
all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars
are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which
banks generally are open in New York City, New York for the conduct of substantially all of their commercial lending activities
and interbank wire transfers can be made on the Fedwire system.


 


"Capital Securities"
means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting
or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including
common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests
in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership
interest.


 


“Capital Expenditures”
means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.


 


“Capitalized
Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of
such Person prepared in accordance with GAAP.


 


“Capitalized
Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be
shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.


 


“Cash Collateralize”
means to deposit in the Facility LC Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of one or more of the LC Issuer or Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations
in respect of LC Obligations, cash or deposit account balances or, if the Administrative Agent and the LC Issuer shall agree in
their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the LC Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall
include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalent
Investments” means (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial
paper rated A-1 or better by S&P or P-1 or better by Moody’s, (iii) demand deposit accounts maintained in the ordinary
course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $500,000,000; provided in each case that the same provides for payment of both
principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment
of principal or interest and (v) shares of money market mutual funds that are rated at least “AAAm” or “AAAG”
by S&P or “P-1” or better by Moody’s.


 




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“Cash Management
Services” means any banking services that are provided to the Borrower or any Subsidiary by the Administrative Agent, the
LC Issuer or any other Lender or any Affiliate of any of the foregoing, including without limitation: (a) credit cards, (b) credit
card processing services, (c) debit cards, (d) purchase cards, (e) stored value cards, (f) automated clearing house or wire transfer
services, or (g) treasury management, including controlled disbursement, consolidated account, lockbox, overdraft, return items,
sweep and interstate depository network services.


 


“Change”
as used in Article III of this Agreement, means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines
or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation,
or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration
thereof after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender
or the LC Issuer or any Lending Installation or any corporation controlling any Lender or the LC Issuer.


 


“Change in Control”
means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning
of Rule 13d-3 of the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the
outstanding shares of voting stock of the Borrower on a fully diluted basis; (ii) within any twelve-month period, occupation of
a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (x) nominated
by the board of directors of the Borrower nor (y) appointed by directors so nominated.


 


“Class”,
when used in reference to any Loan or Advance, refers to whether such Loan, or the Loans comprising such Advance, are Revolving
Loans, Term Loans or Draw Loans.


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


“Collateral”
means any and all Property in which a security interest or Lien is or is required to be granted to secure the Secured Obligations,
and any and all other Property now existing or hereafter acquired that may be or become subject to a security interest or Lien
to secure the Secured Obligations.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Mexico Collateral Documents and all other agreements, instruments
and documents that are intended to create, perfect or evidence Liens upon the Collateral as security for payment of the Secured
Obligations, including without limitation, all other security agreements, pledge agreements, financing statements, Mortgages,
assignments and deeds of trust, whether heretofore, now, or hereafter executed by the Loan Parties or any of their Subsidiaries
and delivered to the Administrative Agent.


 


“Collateral
Shortfall Amount” is defined in Section 8.1.


 


“Commitment”
means, for each Lender, the sum of such Lender’s Revolving Commitment, Term Loan Commitment and Draw Loan Commitment, in
an amount not exceeding the amount set forth in Schedule 1, as it may be modified (i) pursuant to Sections 2.7 or 2.26, (ii) as
a result of any assignment that has become effective pursuant to Section 12.3(c) or (iii) otherwise from time to time pursuant
to the terms hereof.


 






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“Commitment
Fee” is defined in Section 2.5.





 





“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.


 


“Consolidated
EBITDA” means Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated Net
Income and without duplication, (i) Consolidated Interest Expense, (ii) expense for taxes paid in cash or accrued, (iii) depreciation,
(iv) amortization, (v) extraordinary expenses, charges or losses as approved by the Administrative Agent, (vi) non-cash expenses
associated with stock issuance or stock options, and (vii) non-cash expenses as approved by the Administrative Agent, minus,
to the extent included in Consolidated Net Income, (1) extraordinary income or gains as approved by the Administrative Agent
and (2) non-cash gains as approved by the Administrative Agent.  For the purposes of calculating Consolidated EBITDA for
any period of four (4) consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference
Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period
shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property that is the subject
of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period, and (ii) if during such Reference Period the Borrower or any Subsidiary shall
have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect
thereto on a basis approved by the Administrative Agent (which basis may include information required from Borrower's independent
registered public accountant) in its reasonable credit judgment as if such Material Acquisition occurred on the first day of such
Reference Period.


 


“Consolidated
Funded Indebtedness” means at any time the aggregate amount of Consolidated Indebtedness minus Net Mark-to-Market
Exposure under Rate Management Transactions and other Financial Contracts.


 


“Consolidated
Indebtedness” means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis
as of such time.


 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period. For the purposes of calculating Consolidated Interest Expense for any Reference Period,
(i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition,
the Consolidated Interest Expense for such Reference Period shall be reduced by an amount equal to the Consolidated Interest Expense
(if positive) attributable to the Property that is the subject of such Material Disposition for such Reference Period or increased
by an amount equal to the Consolidated Interest Expense (if negative) attributable thereto for such Reference Period, and (ii) if
during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated Interest Expense
for such Reference Period shall be calculated after giving pro forma effect thereto on a basis approved by the Administrative
Agent in its reasonable credit judgment as if such Material Acquisition occurred on the first day of such Reference Period.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period.


 




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"Consolidated
Principal Payments" means, with reference to any period, scheduled payments of principal Indebtedness of the Borrower and
its Subsidiaries calculated on a consolidated basis for such period. For the purposes of calculating Consolidated Principal Payments
for any Reference Period, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made
any Material Disposition, the Consolidated Principal Payments for such Reference Period shall be reduced by an amount equal to
the Consolidated Principal Payments (if positive) attributable to the Property that is the subject of such Material Disposition
for such Reference Period or increased by an amount equal to the Consolidated Principal Payments (if negative) attributable thereto
for such Reference Period, and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, Consolidated Principal Payments for such Reference Period shall be calculated after giving pro forma effect
thereto on a basis approved by the Administrative Agent in its reasonable credit judgment as if such Material Acquisition occurred
on the first day of such Reference Period.


 


“Consolidated
Rentals” means, with reference to any period, the Rentals of the Borrower and its Subsidiaries calculated on a consolidated
basis for such period.


 


“Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with
respect to the liabilities of the partnership.


 


“Conversion/Continuation
Notice” is defined in Section 2.9.


 


“Credit Extension”
means the making of an Advance or the issuance of a Facility LC hereunder.


 


“Daily Eurocurrency
Base Rate” means, with respect to a Base Rate Loan, the applicable interest settlement rate for deposits in Dollar LIBOR
for one month appearing on the applicable Reuters Screen LIBOR01 (or on any successor or substitute page on such screen) as of
11:00 a.m. (London time) on a Business Day, provided that, if the applicable Reuters Screen LIBOR01 for Dollar LIBOR (or
any successor or substitute page) is not available to the Administrative Agent for any reason, the applicable Daily Eurocurrency
Rate for one month shall instead be the applicable interest settlement rate for deposits in Dollar LIBOR for one month as reported
by any other generally recognized financial information service selected by the Administrative Agent as of 11:00 a.m. (London
time) on a Business Day, provided that, if no such interest settlement rate is available to the Administrative Agent, the
applicable Daily Eurocurrency Rate for one month shall instead be the rate determined by the Administrative Agent to be the rate
at which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market
at approximately 11:00 a.m. (London time) on a Business Day in the approximate amount of U.S. Bank’s relevant Swing Line
Loan and having a maturity equal to one month. For purposes of determining any interest rate hereunder or under any other Loan
Document which is based on the Daily Eurocurrency Rate, such interest rate shall change as and when the Daily Eurocurrency Rate
shall change.


 


“Daily Eurocurrency
Loan” means a Base Rate Loan which bears interest at the Daily Eurocurrency Rate.


 


“Daily Eurocurrency
Rate” means, with respect to a Base Rate Loan, the quotient of (i) the Daily Eurocurrency Base Rate, divided by (ii)
one minus the applicable Reserve Requirement (expressed as a decimal).


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief laws of the United States or other applicable jurisdictions from time to time in effect.


 




    	7



    	 



    

  


“Deemed Dividend
Problem” means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed earnings
and profits being deemed to be repatriated to the Borrower or the applicable parent Domestic Subsidiary under Section 956
of the Code and the effect of such deemed repatriation causing materially adverse tax consequences to the Borrower or such parent
Domestic Subsidiary, in each case as determined by the Borrower in its commercially reasonable judgment acting in good faith and
in consultation with its legal and tax advisors.


 


“Default”
means an event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default.


 


"Default Rate"
means the rate of interest described in Section 2.11 of this Agreement.


 


“Defaulting
Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days after the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied or waived, or (ii) pay to the Administrative Agent, the LC Issuer, the Swing Line Lender
or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Facility
LCs or Swing Line Loans) within two (2) Business Days after the date when due, (b) has notified the Borrower, the Administrative
Agent, the LC Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing
or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets (other than an Undisclosed Administration), including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the
Borrower, the LC Issuer, the Swing Line Lender and each Lender.


 


“Deposits”
is defined in Section 11.1.


 






    	8



    	 



    

 


"Documentation
Agent" means JPMorgan Chase Bank, N.A., and its successors, in its capacity as Documentation Agent.








 


“Dollar”
and “$” means the lawful currency of the United States of America.


 


“Domestic Subsidiary”
means a Subsidiary of the Borrower incorporated or organized under the laws of the United States of America, any state thereof
or the District of Columbia.


 


“Draw Loan”
means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1(c)
(or any conversion or continuation thereof).


 


“Draw Loan Commitment”
means, for each Lender, the obligation, if any, of such Lender to make Draw Loans to the Borrower, as set forth in Schedule 1,
as it may be modified (i) as a result of any assignment that has become effective pursuant to Section 12.3(c) or (ii) otherwise
from time to time pursuant to the terms hereof. As of the date of this Agreement, the aggregate amount of the Draw Loan Lenders’
Draw Loan Commitments is $115,000,000.00. After fully advancing the Draw Loan, each reference to a Draw Loan Lender’s Draw
Loan Commitment shall refer to that Draw Loan Lender’s Pro Rata Share of the Draw Loans.


 


"Draw Loan Lenders"
means, as of any date of determination, a Lender with a Draw Loan Commitment or, if the Draw Loan Commitments have terminated
or expired, a Lender that holds an outstanding Draw Loan.


 


"Draw Period"
is defined in Exhibit H attached hereto.


 


“Effective Date”
means the date on which the conditions specified in Section 4.1 are satisfied.


 


“Eligible Assignee”
means any Person except a natural Person, the Borrower, any of the Borrower’s Affiliates or Subsidiaries or any Defaulting
Lender or any of its Subsidiaries; provided that such Person is in the business of making or purchasing commercial loans
similar to the Loans and has total assets in excess of $3,000,000,000, calculated in accordance with the accounting principles
prescribed by the regulatory authority applicable to such Person in its jurisdiction of organization.


 


"Eligible Finished
Goods Inventory" means Eligible Inventory of finished goods other than Eligible Parent Roll Inventory.


 


“Eligible Inventory”
means Inventory of the Borrower which is held for sale or lease in the ordinary course of business
or furnished under any contract of service by the Borrower in the ordinary course of business, which Inventory shall continue
to meet standards of eligibility hereunder as adjusted from time to time by Borrowing Base Adjustments. Eligible Inventory shall
be valued at the lower of cost on a first-in-first-out basis (determined in accordance with GAAP, consistently applied) or market
value and exclusive of the value of reserves which have been recorded by the Borrower with respect to obsolete, slow-moving or
excess Inventory. The following Inventory is not Eligible Inventory:


 


(a)          any
Inventory consisting of packaging materials and work in progress;


 


(b)          any
Inventory that is subject to, or any Inventory the sale or other disposition of which would result in amounts or other proceeds
that would be subject to, any Lien, including any sale on approval or sale or return transaction or any consignment;


 






    	9



    	 



    

 


(c)          any
Inventory that is not in the possession of the Borrower or any landlord or bailee that has entered into an agreement satisfactory
to the Administrative Agent;


 


(d)          any
Inventory that is held for lease or is the subject of any lease;








 


(e)          any
Inventory that is subject to any trademark, trade name or licensing arrangement, or any law, rule or regulation, that could limit
or impair the ability of the Administrative Agent to promptly exercise all rights of the Administrative Agent under the Collateral
Documents;


 


(f)          any
Inventory that is evidenced by a Receivable;


 


(g)          Inventory
not located in the United States of America;


 


(h)          Inventory
that is subject to a Lien in favor of the Administrative Agent and with respect to which any insurance proceeds are not payable
to the Administrative Agent as a lender loss payee or are payable to any loss payee other than the Administrative Agent;


 


(i)          Inventory
that is subject to or covered by a negotiable document of title, including, without limitation, negotiable warehouse receipts
and negotiable bills of lading; and


 


(j)          Inventory
in respect of which the Administrative Agent shall not have a first-priority, perfected, enforceable Lien under all applicable
laws and jurisdictions as reasonably determined by the Administrative Agent securing the Obligations.


 


"Eligible Parent
Roll Inventory" means Eligible Inventory that is finished, multi-ton paper rolls.


 


"Eligible Raw
Materials Inventory" means Eligible Inventory consisting of raw materials.


 


“Eligible Receivables”
means Receivables created and billed by the Borrower in the ordinary course of its business arising out of the sale of goods or
rendition of services which Receivables shall continue to meet standards of eligibility hereunder as adjusted from time to time
by Borrowing Base Adjustments. Eligible Receivables shall be valued at the outstanding face amount thereof, determined in accordance
with GAAP, consistently applied, less (i) all finance charges, returns, discounts, credits, account debtor deposits, reserves,
rebate reserves, offsets of any nature, late fees and other fees that are unearned and (ii) the value of any accrual which has
been recorded by owner thereof with respect to downward price adjustments. The following Receivables are not Eligible Receivables:


 


(a)          any
Receivable which (i) is payable more than ninety (90) days after the earliest of (x) delivery of goods or provision of services
with respect thereto or (y) date of invoices, or (ii) is more than sixty (60) days past due;


 


(b)          all
Receivables owing by a single Account Debtor, if 25% or more of the Receivables owing by a publicly-traded Account Debtor or 10%
or more of the Receivables owing by a non-publicly-traded Account Debtor (each determined by balance due), calculated without
taking into account any credit balances in favor of such Account Debtor, remain unpaid sixty (60) days past due;


 


(c)          Receivables
owing by any Account Debtor, excluding Family Dollar, Dollar General and Walmart, who, individually or collectively with a group
of other Account Debtors of which it is an Affiliate, is obligated in respect of then-existing Receivables owing to the Borrower
which exceed in face amount 10% of the total Eligible Receivables;


 






    	10



    	 



    

 


(d)          any
Receivable with respect to which the Account Debtor is a director, officer, employee, Subsidiary or Affiliate of the Borrower;


 


(e)          any
Receivable with respect to which the Account Debtor is any foreign or federal Governmental Authority, any state or municipal Governmental
Authority, or, in each case, any department, agency or instrumentality thereof;








 


(f)          any
Receivable with respect to which the Account Debtor is a creditor of the Borrower; provided, that any Receivable
deemed ineligible pursuant to this clause (f) shall only be ineligible to the extent of the amount owed by the Borrower to the
Account Debtor;


 


(g)          any
Receivable that is subject to any valid dispute, contra-account, defense, offset or counterclaim, volume rebate or advertising
or other allowance provided that if any portion of any such Receivable is not subject to any valid dispute, contra-account, defense,
offset, counterclaim, volume rebate or advertising or other allowance and the payment of such portion is not being withheld or
delayed or otherwise affected in any manner due to the portion that is subject to such valid dispute, contra-account, defense,
offset, counterclaim, volume rebate or advertising or other allowance, then such portion which is not subject to any dispute,
contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance shall not be excluded from Eligible
Receivables because of this clause (g);


 


(h)          any
Receivable (i) with respect to which the Administrative Agent does not have a first-priority, perfected and enforceable Lien (under
all applicable laws and jurisdictions as reasonably determined by the Administrative Agent) securing the Obligations or (ii) which
is not fully supported by credit insurance payable to the Borrower on terms and conditions, and from a financial institution,
satisfactory to the Administrative Agent, so long as such credit insurance (a) shall be in full force and effect and not in dispute
and (b) shall have been collaterally assigned to the Administrative Agent pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent;


 


(i)          any
Receivable with respect to which the Account Debtor is the subject of a bankruptcy or similar insolvency proceeding or has made
an assignment for the benefit of creditors or whose assets have been conveyed to a receiver, trustee or assignee for the benefit
of creditors;


 


(j)          any
Receivable with respect to which the Account Debtor’s obligation to pay the Receivable is conditioned upon the Account Debtor’s
approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed
sale, sale-and-return, sale on approval (except with respect to a Receivable in connection with which the Account Debtor is entitled
to return Inventory on the basis of the quality of such Inventory) or consignment basis;


 


(k)          any
Receivable with respect to which the Account Debtor is located in any jurisdiction that requires filing of a “Notice of
Business Activities Report” or other similar report in order to permit the Borrower to seek judicial enforcement in such
jurisdiction of payment of such Receivable, unless the Borrower has filed such report or qualified to do business in such jurisdiction,
unless such failure to file may be cured by the payment of a de minimis amount;


 


(l)          any
Receivable with respect to which the Account Debtor’s obligation does not constitute its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law;


 






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(m)         any
Receivable with respect to which the Borrower has not yet shipped the applicable goods or performed the applicable service;


 


(n)          any
Receivable which is not in conformity in any material respect with the representations and warranties made by the Borrower to
the Administrative Agent with respect thereto whether contained in this Agreement or any other Loan Document, as applicable;





 


(o)          any
Receivable with respect to which the Account Debtor is not located in the United States of America and organized under the laws
of a jurisdiction located in the United States of America;


 


(p)          any
Receivable that has not yet been billed;


 


(q)          any
Receivable in connection with which the Borrower is in default in the performance or observance of any of the terms thereof in
any material respect;


 


(r)          any
Receivable that, in the reasonable judgment of the Administrative Agent, is uncollectible, difficult to collect or otherwise disqualified;
and


 


(s)          any
Receivable evidenced by a promissory note or other similar instrument.


 


“Environmental
Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental
restrictions relating to (i) the protection of the environment, (ii) personal injury or property damage relating to the release
or discharge of Hazardous Materials, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances
or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation
thereof.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure with respect to any Plan to satisfy
the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA Affiliates of withdrawal liability
under Section 4201 of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 






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“EU” means
the European Union.


 


“Eurocurrency
Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurocurrency
Rate.





 


“Eurocurrency
Base Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the greater of (a) zero percent
(0.0%) and (b) the applicable interest settlement rate for deposits in Dollar LIBOR appearing on the applicable Reuters Screen
LIBOR01 (or on any successor or substitute page on such screen) as of 11:00 a.m. (London time) on the Quotation Date for such
Interest Period, and having a maturity equal to such Interest Period, provided that, if the applicable Reuters Screen LIBOR01
for Dollar LIBOR (or any successor or substitute page) is not available to the Administrative Agent for any reason, the applicable
Eurocurrency Base Rate for the relevant Interest Period shall instead be the applicable interest settlement rate for deposits
in Dollar LIBOR as reported by any other generally recognized financial information service selected by the Administrative Agent
as of 11:00 a.m. (London time) on the Quotation Date for such Interest Period, and having a maturity equal to such Interest Period,
provided that, if no such interest settlement rate is available to the Administrative Agent, the applicable Eurocurrency
Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at
which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market
at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate
amount of U.S. Bank’s relevant Eurocurrency Loan and having a maturity equal to such Interest Period.


 


“Eurocurrency
Loan” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurocurrency Rate.


 


“Eurocurrency
Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the sum of (i) the quotient of (a)
the Eurocurrency Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin.


 


“Event of Default”
is defined in Article VII.


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a portion
of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and
the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective
with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such
exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security
interest is or becomes illegal.


 






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“Excluded Taxes”
means, in the case of each Lender or applicable Lending Installation, the LC Issuer, and the Administrative Agent, (i) Taxes imposed
on its overall net income, franchise Taxes, and branch profits Taxes imposed on it, by the respective jurisdiction under the laws
of which such Lender, the LC Issuer or the Administrative Agent is incorporated or is organized or in which its principal executive
office is located or, in the case of a Lender, in which such Lender’s applicable Lending Installation is located, (ii)
in the case of a Non-U.S. Lender, any withholding tax that is imposed on amounts payable to such Non-U.S. Lender pursuant to the
laws in effect at the time such Non-U.S. Lender becomes a party to this Agreement or designates a new Lending Installation, except
in each case to the extent that, pursuant to Section 3.5(a), amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Installation,
or is attributable to the Non-U.S. Lender’s failure to comply with Section 3.5(f), and (iii) any U.S. federal withholding
taxes imposed by FATCA.


 


“Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically referenced.


 


“Facility LC”
is defined in Section 2.19(a)


 


“Facility LC
Application” is defined in Section 2.19(c).


 


“Facility LC
Collateral Account” is defined in Section 2.19(k).


 


“Facility Termination
Date” means June 25, 2020, or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations
thereof.


 


“Federal Funds
Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for
such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately
10:00 a.m. St. Louis, Missouri time on such day on such transactions received by the Administrative Agent from three (3) Federal
funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.


 


“Fee Letter”
is defined in Section 10.13.


 


“Financial Contract”
of a Person means (i) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument
with similar characteristics or (ii) any Rate Management Transaction.


 


"First Restatement
Closing Date" means April 28, 2015.


 


“Foreign Subsidiary”
means any Subsidiary organized under the laws of a jurisdiction not located in the United States of America.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the LC Issuer, such Defaulting Lender’s ratable share
of the LC Obligations with respect to Facility LCs issued by the LC Issuer other than LC Obligations as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms
hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s ratable share of outstanding Swing Line
Loans made by the Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation
has been reallocated to other Lenders.


 






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“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business.





 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, applied in a manner consistent
with that used in preparing the financial statements referred to in Section 5.4, subject at all times to Section 9.8.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,
without limitation, any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged
with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervisory Practices or any successor
or similar authority to any of the foregoing).


 


“Guarantor”
means (i) Orchids Mexico (DE) Holdings, LLC, a Delaware limited liability company, (ii) Orchids Mexico (DE) Member, LLC, a Delaware
limited liability company, (iii) OPP Acquisition Mexico, S. de R.L. de C.V., a Limited Liability Company of Variable Capital (Sociedad
de Responsabilidad Limitada de Capital Variable), (iv) Orchids South Carolina and (v) each Subsidiary that is a party to the Guaranty,
either on the date hereof or pursuant to the terms of Section 6.22, and their respective successors and assigns.


 


“Guaranty”
means that certain Guaranty or Guaranties dated as of the Original Closing Date executed by each of the Guarantors in favor of
the Administrative Agent, for the ratable benefit of the Lenders, as amended, restated, ratified, supplemented or otherwise modified,
renewed or replaced from time to time pursuant to the terms hereof and thereof, including, without limitation, as supplemented
by the Guaranty Supplement-Orchids South Carolina.


 


"Guaranty Supplement-Orchids
South Carolina" means that certain Supplement to Guaranty dated as of the First Restatement Closing Date executed by Orchids
South Carolina in favor of the Administrative Agent, for the ratable benefit of the Lenders.


 


“Hazardous Material”
means any explosive or radioactive substances or wastes, any hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and any other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Highest Lawful
Rate” means, on any day, the maximum non-usurious rate of interest permitted for that day by applicable federal or state
law stated as a rate per annum.


 


“Increasing
Lender” is defined in Section 2.26.


 






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“Indebtedness”
of a Person means such Person’s (i) obligations for borrowed money (including the Obligations hereunder), (ii) obligations
representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of
such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens
or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes, acceptances, or other instruments, (v) obligations to purchase securities or other Property arising
out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations,
(vii) obligations as an account party with respect to standby and commercial Letters of Credit, (viii) Contingent Obligations
of such Person, (ix) Net Mark-to-Market Exposure under Rate Management Transactions and other Financial Contracts, and (x) any
other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability
on the consolidated balance sheet of such Person.





 


“Indemnified
Taxes” means Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under
any Loan Document, other than Excluded Taxes and Other Taxes.


 


“Interest Differential”
is defined in Section 3.4.


 


“Interest Period”
means, with respect to a Eurocurrency Advance, a period of one (1), three (3), six (6) or twelve (12) months commencing on a Business
Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically
to such date one (1), three (3), six (6) or twelve (12) months thereafter, provided, however, that if there is no
such numerically corresponding day in such next, third or sixth succeeding month, such Interest Period shall end on the last Business
Day of such next, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business
Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.


 


“Inventory”
means any and all goods, including, without limitation, goods in transit, wheresoever located, whether now owned or hereafter
acquired by Borrower, which are held for sale or lease, furnished under any contract of service or held as raw materials, work
in process or supplies, and all materials used or consumed in the business of Borrower, and shall include all right, title and
interest of Borrower in any Property the sale or other disposition of which has given rise to Receivables and which has been returned
to or repossessed or stopped in transit by Borrower.


 


“Investment”
of a Person means (a) any loan, advance (other than commission, travel and similar advances to officers and employees made in
the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business
on terms customary in the trade) or contribution of capital by such Person; (b) stocks, bonds, mutual funds, partnership interests,
notes, debentures or other securities (including warrants or options to purchase securities) owned by such Person; (c) any deposit
accounts and certificate of deposit owned by such Person; and (d) structured notes, derivative financial instruments and other
similar instruments or contracts owned by such Person.


 


“LC Fee”
is defined in Section 2.19(d).


 


“LC Issuer”
means U.S. Bank (or any subsidiary or affiliate of U.S. Bank designated by U.S. Bank) in its capacity as issuer of Facility LCs
hereunder.


 


“LC Obligations”
means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs outstanding
at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.


 


“LC Payment
Date” is defined in Section 2.19(e).


 






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“Lenders”
means the lending institutions listed on the signature pages of this Agreement (including any lending institution that becomes
a party hereto by amendment or by becoming an Augmenting Lender) and their respective successors and assigns. Unless otherwise
specified, the term “Lenders” includes U.S. Bank in its capacity as Swing Line Lender.


 


“Lending Installation”
means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the
Administrative Agent listed on the signature pages hereof (in the case of the Administrative Agent) or on its Administrative Questionnaire
(in the case of a Lender) or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17.


 


“Letter of Credit”
of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such
Person is an account party or for which such Person is in any way liable.


 


“Leverage Ratio”
means, as of any date of calculation, the ratio of (i) Consolidated Funded Indebtedness outstanding on such date to (ii) Consolidated
EBITDA for the Borrower’s then most-recently ended four (4) fiscal quarters.


 


“Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation,
the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).


 


“Loan”
means a Revolving Loan, a Swing Line Loan, a Term Loan or a Draw Loan.


 


“Loan Documents”
means this Agreement, the Facility LC Applications, the Collateral Documents, the Guaranty, any Note or Notes executed by the
Borrower in connection with this Agreement and payable to a Lender, and any other document or agreement, now or in the future,
executed by the Borrower for the benefit of the Administrative Agent or any Lender in connection with this Agreement.


 


“Loan Party”
or “Loan Parties” means, individually or collectively, the Borrower and the Guarantors.


 


“Material Acquisition”
means any Permitted Acquisition that involves the payment of consideration by the Borrower and its Subsidiaries in excess of $5,000,000.00.


 


“Material Adverse
Effect” means a material adverse effect on (i) the business, Property, liabilities (actual and contingent), operations or
condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole,
(ii) the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents to which it is a party,
or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent, the
LC Issuer or the Lenders under the Loan Documents.


 


"Maintenance
Capital Expenditure" means fifty percent (50%) of consolidated depreciation expense of the Borrower for the applicable period.


 


“Material Disposition”
means any sale, transfer or disposition of Property or series of related sales, transfers, or dispositions of Property (other
than inventory in the ordinary course of business) that yields gross proceeds to the Borrower or any of its Subsidiaries in excess
of $500,000.00.


 






    	17



    	 



    

 


“Material Indebtedness”
means Indebtedness of the Borrower or any Subsidiary in an outstanding principal amount of $500,000.00 or more in the aggregate
(or the equivalent thereof in any currency other than Dollars).


 


“Material Indebtedness
Agreement” means any agreement under which any Material Indebtedness was created or is governed or which provides for the
incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness
constituting Material Indebtedness is outstanding thereunder).





 


“Mexico Transaction”
means the purchase of assets by the Mexico Subsidiary under the Mexico Asset Purchase Transaction and the closing of the Mexico
Supply Agreement and the Mexico Lease Agreement.


 


“Mexico Asset
Purchase Transaction” means the purchase of assets by the Mexico Subsidiary pursuant to that certain Asset Purchase Agreement
dated as of May 5, 2014 by and among Orchids Mexico (DE) Holdings, LLC, Fabrica De Papel San Francisco, S.A. DE L.V. and
Borrower.


 


“Mexico Collateral
Documents” means all documents reasonably required by Administrative Agent for the Administrative Agent to receive a first
perfected lien or security interest in (i) the personal property assets of the Mexico Subsidiary (including, without limitation,
the Mexico Supply Agreement, the Mexico Lease Agreement and the Mexico Trademark Agreement) and (ii) not less than sixty-five
percent (65%) of the ownership interests of the Mexico Subsidiary.


 


“Mexico Lease
Agreement” means that certain Equipment Lease Agreement dated June 3, 2014, by and between the Mexico Subsidiary, as lessor,
and Fabrica de Papel San Francisco, S.A. de C.V., as Lessee, as such equipment lease agreement is modified or amended from time
to time.


 


“Mexico Supply
Agreement” means that certain Product Supply Agreement dated as of June 3, 2014, by and between Borrower, as customer, and
Fabrica de Papel San Francisco, S.A. de C.V., as supplier, as such Product Supply Agreement is modified or amended from time to
time.


 


“Mexico Subsidiary”
means OPP Acquisition Mexico, S. de R.L. de C.V., a Limited Liability Company of Variable Capital (Sociedad de Responsabilidad
Limitada de Capital Variable).


 


"Mexico Trademark
Agreement" means that certain Trademark License Agreement dated June 3, 2014 by and among Fabrica de Papel San Francisco,
S.A. de C.V., and Golden Gate Paper Company, Incorporated, a California corporation, as licensors, and Borrower and Mexico Subsidiary,
as licensees.


 


“Minimum Collateral
Amount” means, with respect to a Defaulting Lender, at any time, (i) with respect to Cash Collateral consisting of cash
or deposit account balances, an amount equal to 105% of the Fronting Exposure of the LC Issuer with respect to such Defaulting
Lender for all Facility LCs issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative
Agent and the LC Issuer in their sole discretion.


 


“Modify”
and “Modification” are defined in Section 2.19(a).


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgages”
means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for
the benefit of the Administrative Agent and the Lenders, on real property of a Loan Party, including, without limitation, the
Oklahoma Mortgage and the South Carolina Mortgage and further including any amendment, modification or supplement thereto.


 






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“Multiemployer
Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower
or any ERISA Affiliate is a party to which more than one employer is obligated to make contributions.








 





“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value
of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management
Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain
to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction
were to be terminated as of that date).


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-U.S. Lender”
means a Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.


 


“Note”
is defined in Section 2.13(d).


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all obligations in connection
with Cash Management Services, all Rate Management Obligations provided to the Borrower or any Subsidiary by the Administrative
Agent, the LC Issuer or any other Lender or any Affiliate of any of the foregoing, all accrued and unpaid fees, and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent, the
LC Issuer or any indemnified party arising under the Loan Documents; provided, that “Obligations” shall exclude
all Excluded Swap Obligations.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.


 


“Oklahoma Mortgage”
means that certain first priority Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases, dated
as of the Original Closing Date and recorded on June 4, 2014 in Book 1264, at Page 0256 in the Mayes County, Oklahoma real estate
records, executed and delivered by Borrower as security for the Obligations which encumbers certain property located in Pryor,
Mayes County, Oklahoma (as more particularly described therein), as modified by Mortgage Modification Agreement dated as of July
31, 2014 and recorded on September 26, 2014 in Book 1271, at Page 0735 in the Mayes County, Oklahoma real estate records, as the
same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Operating Lease”
of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including
any required renewals and any renewals effective at the option of the lessor) of one year or more.


 


"Orchids South
Carolina" means Orchid Paper Products Company of South Carolina, a Delaware corporation.


 


"Original Closing
Date" means June 3, 2014.


 






    	19



    	 



    

 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document.


 


“Outstanding
Credit Exposure” means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Revolving Exposure
outstanding at such time, plus (ii) the outstanding principal amount of its Term Loans outstanding at such time, plus
(iii) the outstanding principal amount of its Draw Loans outstanding at such time.





 


“Participant”
is defined in Section 12.2(a).


 


“Participant
Register” is defined in Section 12.2(c).


 


“PATRIOT Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and
any successor statute.


 


“Payment Date”
means the first (1st) day of each month, provided, that if such day is not a Business Day, the Payment Date shall be the
immediately preceding Business Day.


 


“Payment Notice”
is defined in Section 2.7.


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Permitted Acquisition”
means any Acquisition made by the Borrower or any of its Subsidiaries, provided that, (a) as of the date of the consummation
of such Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition,
and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition,
(b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement that has been (if required
by the governing documents of the seller or entity to be acquired) approved by the board of directors or other applicable governing
body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal
rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired, (c) the business
to be acquired in such Acquisition is in the same line of business as the Borrower’s or a line of business related thereto,
(d) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have
been obtained, and (e) the Borrower shall have furnished to the Administrative Agent a certificate demonstrating in reasonable
detail pro forma compliance with the financial covenants contained in Section 6.21 for the four (4) fiscal quarter period most
recently ended prior to the date of such Acquisition, in each case, calculated as if such Acquisition, including the consideration
therefor, had been consummated on the first day of such period.


 


“Person”
means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust
or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Plan”
means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code as to which the Borrower or any ERISA Affiliate may have any liability.


 


“Pricing Schedule”
means the Schedule attached hereto identified as such.


 






    	20



    	 



    

 


“Prime Rate”
means a rate per annum equal to the prime rate of interest announced from time to time by U.S. Bank or its parent (which is not
necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.


 


“Property”
of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets
owned, leased or operated by such Person.


 


“Pro Rata Share”
means, with respect to a Lender, (a) with respect to Revolving Loans, a portion equal to a fraction the numerator of which is
such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving
Lenders, provided, however, if all of the Revolving Commitments are terminated pursuant to the terms of this Agreement,
then “Pro Rata Share” means the percentage obtained by dividing (i) such Lender’s Revolving Exposure at such
time by (ii) the aggregate Revolving Exposures of all Revolving Lenders at such time; provided, further, that when a Defaulting
Lender shall exist, “Pro Rata Share” shall mean the percentage of the aggregate Revolving Commitments of all Revolving
Lenders (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment
(except that no Lender is required to fund or participate in Revolving Loans, Swing Line Loans or Facility LCs to the extent that,
after giving effect thereto, the aggregate amount of its outstanding Revolving Loans and funded or unfunded participations in
Swing Line Loans and Facility LCs would exceed the amount of its Revolving Commitment (determined as though no Defaulting Lender
existed)), (b) with respect to Term Loans, a portion equal to a fraction the numerator of which is such Lender’s outstanding
principal amount of Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of
all Term Loan Lenders and (c) with respect to Draw Loans, a portion equal to a fraction the numerator of which is such Lender’s
outstanding principal amount of Draw Loans and the denominator of which is the aggregate outstanding principal amount of the Draw
Loans of all Draw Loan Lenders, provided, however, if all of the Draw Loan Commitments are terminated pursuant to the terms
of this Agreement, then “Pro Rata Share” means the percentage obtained by dividing (i) the aggregate principal Dollar
amount of such Lender's Draw Loans outstanding at such time by (ii) the aggregate principal Dollar amount of all Lenders' Draw
Loans outstanding at such time; provided, further, that when a Defaulting Lender shall exist, “Pro Rata Share”
shall mean the percentage of the aggregate Draw Loan Commitments of all Draw Loan Lenders (disregarding any Defaulting Lender’s
Draw Loan Commitment) represented by such Lender’s Draw Loan Commitment (except that no Lender is required to fund or participate
in Draw Loans to the extent that, after giving effect thereto, the aggregate amount of its outstanding Draw Loans would exceed
the amount of its Draw Loan Commitment (determined as though no Defaulting Lender existed)).


 


“Purchasers”
is defined in Section 12.3(a).


 


“Quotation Date”
means, in relation to any Interest Period for which an interest rate is to be determined, two (2) Business Days before the first
day of that period.


 


“Rate Management
Obligations” means any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations
or assignments of any Rate Management Transactions.


 






    	21



    	 



    

 


“Rate Management
Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into
by the Borrower or any Subsidiary which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial
measures.


 


"Reaffirmation"
means that certain Reaffirmation of Guarantors dated the date hereof executed by all Guarantors in form and content acceptable
to the Administrative Agent.


 


“Receivables”
means all accounts receivable (including, without limitation, all rights to payment created by or arising from sales of goods,
leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance).





 





“Register”
is defined in Section 12.3(d).


 


“Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor
thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable
to member banks of the Federal Reserve System.


 


“Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor
or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the
purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.


 


“Reimbursement
Obligations” means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.19 to
reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs.


 


“Rentals”
of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease.


 


“Reports”
is defined in Section 9.6(a).


 


“Required Lenders”
means (i) if only one or two Lenders are party to this Agreement, Lenders holding 100% of the Aggregate Commitments or (ii) if
three or more Lenders are party to this Agreement, Lenders in the aggregate having greater than 50% of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding greater than 50% of the Aggregate Outstanding
Credit Exposure. The Commitments and Outstanding Credit Exposure of any Defaulting Lender shall be disregarded in determining
Required Lenders at any time.


 


“Reserve Requirement”
means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal
and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any equity
interest in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other Property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such
equity interests in the Borrower or any Subsidiary thereof or any option, warrant or other right to acquire any such equity interest
in the Borrower or any Subsidiary thereof.


 






    	22



    	 



    

 


“Revolving Commitment”
means, for each Lender, the obligation, if any, of such Lender to make Revolving Loans to, and participate in Facility LCs issued
upon the application of and Swing Line Loans made to, the Borrower, expressed as an amount representing the maximum possible aggregate
amount of such Lender’s Revolving Exposure hereunder. The initial amount of each Revolving Lender’s Revolving Commitment
is set forth on Schedule 1, as it may be modified (i) pursuant to Sections 2.7 or 2.26, (ii) as a result of any assignment that
has become effective pursuant to Section 12.3(c), or (iii) otherwise from time to time pursuant to the terms hereof. As of the
date of this Agreement, the aggregate amount of the Revolving Lenders’ Revolving Commitments is $25,000,000.00.


 


“Revolving Exposure”
means, with respect to any Lender at any time, the sum of (i) the aggregate principal amount of such Lender’s Revolving
Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the aggregate principal amount of Swing
Line Loans outstanding at such time, plus (iii) an amount equal to its Pro Rata Share of the LC Obligations at such time.





 


“Revolving Lender”
means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated
or expired, a Lender with Revolving Exposure.


 


“Revolving Loan”
means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1(a)
(or any conversion or continuation thereof).


 


“Risk-Based
Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United
States including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale and Leaseback
Transaction” means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.


 


“Sanctioned
Country” means, at any time, any country, region or territory which is itself the subject or target of any comprehensive
Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained
by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any
Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality
of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, by any of the above.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European
Union or Her Majesty’s Treasury of the United Kingdom.


 


“Schedule”
refers to a specific schedule to this Agreement, unless another document is specifically referenced.


 






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“Section”
means a numbered section of this Agreement, unless another document is specifically referenced.


 


“Secured Obligations”
means the Obligations.


 


“Security Agreement”
means that certain Security Agreement dated as of the Original Closing Date by and among the Loan Parties (other than the Mexico
Subsidiary) and the Administrative Agent, as amended, restated, supplemented or otherwise modified, renewed or replaced from time
to time pursuant to the terms hereof and thereof, including, without limitation, as supplemented by the Security Agreement Supplement-Orchids
South Carolina.


 


"Security Agreement
Supplement-Orchids South Carolina" means that certain Security Agreement Supplement dated as of the First Restatement Closing
Date executed by Orchids South Carolina in favor of the Administrative Agent, for the ratable benefit of the Lenders.





 


“South Carolina
Mortgage”: means that certain Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases, dated
as of May 12, 2015, executed by Orchids South Carolina in favor of Administrative Agent for the benefit of the Lenders and recorded
on May 12, 2015 in Volume 1095, at Page 137 in the Barnwell County, South Carolina real estate records, which encumbers the Project
(as defined in Exhibit H attached hereto), as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time.


 


“Stated Rate”
is defined in Section 2.21.


 


“Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall
at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned
or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary
of the Borrower.


 


“Substantial
Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which represents more than 10%
of the consolidated assets of the Borrower and its Subsidiaries taken as a whole or Property which is responsible for more than
10% of the Consolidated Net Income of the Borrower and its Subsidiaries taken as a whole, in each case, as would be shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with
the month in which such determination is made (or if financial statements have not been delivered hereunder for that month which
begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately prior to
that month).


 


“Swap”
means any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the
Commodity Exchange Act.


 


“Swap Counterparty”
means, with respect to any swap with the Administrative Agent, the LC Issuer or any other Lender or any Affiliate of any of the
foregoing, any Person or entity that is or becomes a party to such swap.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any swap between the Administrative Agent, the LC
Issuer or any other Lender or any Affiliate of any of the foregoing and one or more Swap Counterparties.


 






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“Swing Line
Borrowing Notice” is defined in Section 2.4(b).


 


“Swing Line
Lender” means U.S. Bank or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant
to the terms of this Agreement.


 


“Swing Line
Loan” means a Loan made available to the Borrower by the Swing Line Lender pursuant to Section 2.4.


 


“Swing Line
Sublimit” means the maximum principal amount of Swing Line Loans the Swing Line Lender may have outstanding to the Borrower
at any one time, which, as of the date of this Agreement, is $5,000,000.00.


 


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and
any and all liabilities with respect to the foregoing, including interest, additions to tax and penalties applicable thereto.





 


“Term Loan Lender”
means, as of any date of determination, a Lender having a Term Loan Commitment.


 


“Term Loan Commitment”
means, for each Lender, the obligation, if any, of such Lender to make Term Loans to the Borrower, as set forth in Schedule 1,
as it may be modified (i) as a result of any assignment that has become effective pursuant to Section 12.3(c) or (ii) otherwise
from time to time pursuant to the terms hereof. As of the date of this Agreement, (i) the aggregate outstanding principal balance
of Term Loans is $47,300,000.00 and (ii) each reference to a Term Loan Lender’s Term Loan Commitment shall refer to that
Term Loan Lender’s Pro Rata Share of the Term Loans.


 


“Term Loans”
means, with respect to a Lender, such Lender’s loan made pursuant to Section 2.1(b) (or any conversion or continuation thereof).


 


“Total Assets”
means “total assets” as such term is reflected on the consolidated balance sheet of the Borrower.


 


“Transferee”
is defined in Section 12.3(e).


 


“Type”
means, with respect to any Advance, its nature as a Base Rate Advance or a Eurocurrency Advance and with respect to any Loan,
its nature as a Base Rate Loan or a Eurocurrency Loan.


 


“Undisclosed
Administration” means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the
country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not
to be publicly disclosed.


 


“U.S. Bank”
means U.S. Bank National Association, a national banking association, in its individual capacity, and its successors.


 


“Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary of which 100% of the beneficial ownership interests shall at the time be
owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association,
joint venture or similar business organization of which 100% of the beneficial ownership interests shall at the time be so owned
or controlled.


 






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The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”)
or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Advances also may be classified and referred to by Class
(e.g., a “Revolving Advance”) or by Type (e.g., a “Eurocurrency Advance”) or by Class and Type (e.g.,
a “Eurocurrency Revolving Advance”).


 


ARTICLE
II



THE CREDITS


 


2.1.         Commitment.    From
and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, on the terms
and conditions set forth in this Agreement, to make:





 


(a)          Revolving
Loans to the Borrower and participate in Facility LCs issued upon the request of the Borrower, provided that, after giving
effect to the making of each such Loan and the issuance of each such Facility LC, (i) the amount of such Lender’s Revolving
Exposure shall not exceed its Revolving Commitment or, during any Borrowing Base Period, its Pro Rata Share of the Borrowing Base,
and (ii) the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments or the Borrowing Base.


 


(b)          a
Term Loan to the Borrower on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately
available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative
Agent. Borrower acknowledges that immediately prior to the Effective Date the outstanding principal balance of the Term Loan was
$27,975,000.00.


 


(c)          Draw
Loans to the Borrower upon the request of the Borrower during the Draw Period, provided that, after giving effect to the
making of each such Draw Loan, (i) the aggregate amount of Draw Loans advanced by such Lender shall not exceed its Draw Loan Commitment,
and (ii) the aggregate amount of Draw Loans advanced by all Lenders shall not exceed the aggregate Draw Loan Commitments. In no
event shall Lenders be required to lend to Borrower more than Borrower has qualified to receive under the terms of Exhibit
H attached hereto. The Draw Loan is further governed by the terms and conditions set forth on Exhibit H attached
hereto, which is incorporated herein by this reference.


 


All Loans shall be made
in Dollars. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow the Revolving Loans at any time
prior to the Facility Termination Date. During any Borrowing Base Period, Advances of Revolving Loans shall be subject to availability
under the Borrowing Base. Amounts repaid in respect of Term Loans and Draw Loans may not be reborrowed. Unless previously terminated,
the Commitments shall terminate on the Facility Termination Date. Borrower acknowledges that the Term Loan Commitments terminated
on the Original Closing Date. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section
2.19.


 


2.2.          Required
Payments.    (a) If at any time the amount of (i) the aggregate Revolving
Exposures exceeds the lesser of the aggregate Revolving Commitments and, during any Borrowing Base Period, the Borrowing Base,
or (ii) the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment, the Borrower shall immediately make a payment
on the applicable Loans or Cash Collateralize LC Obligations in an account with the Administrative Agent pursuant to Section 2.19(k)
sufficient to eliminate such excess. The Aggregate Outstanding Credit Exposure and all other unpaid Obligations
under this Agreement and the other Loan Documents
shall be paid in full by the Borrower on the Facility Termination Date.


 






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(b)          All
cash proceeds (net of reasonable and customary fees and commissions) received by any Loan Party in connection with (i) any
payments received by any Loan Party in connection with any insurance or condemnation policy that are not otherwise reinvested
or held for reinvestment within a six (6) month period, and (ii) a disposition of assets by any Loan Party, other than Dispositions
permitted under Section 6.13(a) and (b) and dispositions under Section 6.13(c) if disposition proceeds do not exceed $250,000,
shall, in each case, be used no later than two (2) Business Days after receipt thereof to prepay Term Loans in an aggregate amount
equal to such proceeds. All prepayments made pursuant to this Section 2.2 shall be applied first to scheduled principal
installments of the Term Loans in inverse order of maturity until paid in full, and then to scheduled principal installments
of the Draw Loans in inverse order of maturity.


 


2.3.         Ratable
Loans; Types of Advances.    Each Revolving Advance hereunder (other than any Swing Line Loan) shall consist
of Revolving Loans made from the several Revolving Lenders ratably according to their Pro Rata Shares. The Revolving Advances
may be Base Rate Advances or Eurocurrency Advances, or a combination thereof, selected by the Borrower in accordance with Sections
2.8 and 2.9, or Swing Line Loans selected by the Borrower in accordance with Section 2.4. Each Term Loan Advance hereunder shall
consist of Term Loans made from the several Term Loan Lenders ratably according to their Pro Rata Shares on the Effective Date.
The Term Loan Advances may be Base Rate Advances or Eurocurrency Advances. Each Draw Loan Advance hereunder shall consist of Draw
Loans made from the several Draw Loan Lenders ratably according to their Pro Rata Shares on the Effective Date. The Draw Loan
Advances may be Base Rate Advances or Eurocurrency Advances.


 


2.4.         Swing
Line Loans.


 


(a)          Amount
of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan
is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section
4.1 as well, from and including the date of this Agreement and prior to the Facility Termination Date, the Swing Line Lender may,
at its option, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from
time to time in an aggregate principal amount not to exceed the Swing Line Sublimit, provided that the Aggregate Outstanding
Credit Exposure shall not at any time exceed the Aggregate Commitment, and provided further that at no time shall
the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving
Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) the Swing Line Lender’s Pro Rata Share of
the LC Obligations, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this Agreement
(including, without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line
Loans at any time prior to the Facility Termination Date.


 


(b)          Borrowing
Notice. In order to borrow a Swing Line Loan, the Borrower shall deliver to the Administrative Agent and the Swing Line Lender
irrevocable notice (a “Swing Line Borrowing Notice”) not later than 12:00 noon, St. Louis, Missouri time on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), and (ii) the
aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000.


 


(c)          Making
of Swing Line Loans; Participations. Not later than 2:00 p.m. St. Louis, Missouri time on the applicable Borrowing Date, the
Swing Line Lender shall make available the Swing Line Loan, in funds immediately available, to the Administrative Agent at its
address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the Swing Line
Lender available to the Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. Each time that a
Swing Line Loan is made by the Swing Line Lender pursuant to this Section 2.4(c), the Swing Line Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably sold to each Lender and each Lender shall be deemed,
without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swing Line Lender, a participation
in such Swing Line Loan in proportion to its Pro Rata Share.


 




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(d)          Repayment
of Swing Line Loans. Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative
Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan,
require each Lender to fund the participation acquired by such Lender pursuant to Section 2.4(c) or require each Lender (including
the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of such Swing Line Loan (including,
without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later than
12:00 noon, St. Louis, Missouri time on the date of any notice received pursuant to this Section 2.4(d), each Lender shall make
available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant
to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be
continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.9 and subject to the other
conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to the
Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Sections 4.1 or 4.2
had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing
Line Loans or to fund the participation acquired pursuant to Section 2.4(c) shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any
other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial
or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails
to make payment to the Administrative Agent of any amount due under this Section 2.4(d), interest shall accrue thereon at the
Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount
is received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal
and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender
or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding
principal balance of the Swing Line Loans.


 


2.5.          Commitment
Fee.    The Borrower agrees to pay to the Administrative Agent for the account
of each Lender according to its Pro Rata Share a commitment fee (the "Commitment Fee") at a per annum rate equal to
the Applicable Fee Rate on the average daily Available Aggregate Revolving/Draw Commitment from the date hereof to and including
the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. Swing Line
Loans shall not count as usage of the aggregate Revolving Commitments for the purpose of calculating the commitment fee due hereunder.



 


2.6.          Minimum
Amount of Each Revolving Advance.    Each Eurocurrency Revolving Advance
shall be in the minimum amount of $500,000 and incremental amounts in integral multiples of $50,000, and each Base Rate Revolving
Advance (other than an Advance to repay Swing Line Loans) shall be in the minimum amount of $100,000 and incremental amounts in
integral multiples of $25,000, provided, however, that any Base Rate Revolving Advance may be in the amount of the Available
Aggregate Revolving/Draw Commitment or, if applicable and less, the unused portion of the Borrowing Base.


 






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2.7.          Reduction
in Aggregate Revolving Commitment; Optional Principal Payments.    The Borrower may permanently reduce
the aggregate Revolving Commitments of the Revolving Lenders in whole, or in part ratably among the Revolving Lenders in integral
multiples of $5,000,000.00, upon at least five (5) Business Days’ prior written notice to the Administrative Agent by Borrower
in the form of Exhibit D-3 (a “Payment Notice”), which notice shall specify the amount of any such reduction,
provided, however, that the amount of the aggregate Revolving Commitments of the Revolving Lenders may not be reduced below
the aggregate Revolving Exposure. All accrued Commitment Fees shall be payable on the effective date of any termination of the
obligations of the Lenders to make Credit Extensions hereunder. The Borrower may from time to time pay, without penalty or premium,
all outstanding Base Rate Advances (other than Swing Line Loans), or, in a minimum aggregate amount of $100,000 and incremental
amounts in integral multiples of $10,000 (or the aggregate amount of the outstanding Loans at such time), any portion of the aggregate
outstanding Base Rate Advances (other than Swing Line Loans) upon same day notice by 10:00 a.m., St. Louis, Missouri time to the
Administrative Agent. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion
of the outstanding Swing Line Loans, with notice to the Administrative Agent and the Swing Line Lender by 11:00 a.m., St. Louis,
Missouri time on the date of repayment. The Borrower may from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances, or, in a minimum aggregate
amount of $500,000 and incremental amounts in integral multiples of $50,000 (or the aggregate amount of the outstanding Loans
at such time), any portion of the aggregate outstanding Eurocurrency Advances upon at least two (2) Business Days’ prior
written notice to the Administrative Agent by 11:00 a.m., St. Louis, Missouri time. All voluntary prepayments of Term Loans pursuant
to this Section 2.7 shall be applied to scheduled principal installments of the Term Loans in inverse order of maturity and cannot
be reborrowed.


 


2.8.         Method
of Selecting Types and Interest Periods for New Advances.    The Borrower
shall select the Type of Advance and, in the case of each Eurocurrency Advance, the Interest Period applicable thereto from time
to time. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit D-1 (a “Borrowing
Notice”), specifying:


 


		(i)	the Borrowing
                                         Date, which shall be a Business Day, of such Advance,



 


		(ii)	the aggregate
                                         amount of such Advance,



 


		(iii)	the Type of
                                         Advance selected,



 


		(iv)	in the case
                                         of each Eurocurrency Advance, the Interest Period applicable thereto, and



 


		(v)	in the case of
                                         Draw Loans, whether the Draw Loan Advance is a Real Estate Advance or an Equipment Advance.



 


Borrower will deliver each Borrowing Notice
to the Administrative Agent not later than 10:00 a.m. (St. Louis, Missouri time) on the Borrowing Date of each Base Rate Advance
(other than a Swing Line Loan or Draw Loan), and two (2) Business Days before the Borrowing Date for each Eurocurrency Advance
(other than a Draw Loan). Borrower will deliver Borrowing Notices to the Administrative Agent for Advances under the Draw Loan
(whether Base Rate Advances or Eurocurrency Advances) five (5) Business Days before the Borrowing Date. Not later than 12:00 noon
(St. Louis, Missouri time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available
to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will make the funds so
received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.


 






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2.9.         Conversion
and Continuation of Outstanding Advances; Maximum Number of Interest Periods.    Base Rate Advances (other
than Swing Line Loans) shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency
Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each Eurocurrency Advance denominated in Dollars
shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency
Advance shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Advance is or was repaid in accordance
with Section 2.7 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same
or another Interest Period. Each Eurocurrency Advance denominated in an Agreed Currency other than Dollars shall automatically
continue as a Eurocurrency Advance in the same Agreed Currency with an Interest Period of one month unless (x) such Eurocurrency
Advance is or was repaid in accordance with Section 2.7 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency
Advance for the same or another Interest Period or that such Eurocurrency Advance be converted to an Advance in Dollars. Subject
to the terms of Section 2.6, the Borrower may elect from time to time to convert all or any part of a Base Rate Advance (other
than a Swing Line Loan) into a Eurocurrency Advance. The Borrower shall give the Administrative Agent irrevocable notice in the
form of Exhibit D-2 (a “Conversion/Continuation Notice”) of each conversion of a Base Rate Advance into
a Eurocurrency Advance, conversion of a Eurocurrency Advance to a Base Rate Advance, or continuation of a Eurocurrency Advance
not later than 10:00 a.m. (St. Louis, Missouri time) at least two (2) Business Days prior to the date of the requested conversion
or continuation, specifying:


 


		(i)	the requested
                                         date, which shall be a Business Day, of such conversion or continuation,



 


		(ii)	the Type of
                                         the Advance which is to be converted or continued, and



 


		(iii)	the amount
                                         of such Advance which is to be converted into or continued as a Eurocurrency Advance
                                         and the duration of the Interest Period applicable thereto.



 


After giving effect to all Advances, all
conversions of Advances from one Type to another and all continuations of Advances of the same Type, there shall be no more than
six (6) Interest Periods in effect hereunder.


 


2.10.        Interest
Rates.    Each Base Rate Advance (other than a Swing Line Loan) shall bear
interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically
converted from a Eurocurrency Advance into a Base Rate Advance pursuant to Section 2.9, to but excluding the date it becomes due
or is converted into a Eurocurrency Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Base Rate for such
day. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the
day such Swing Line Loan is made to but excluding the date it is paid, at a rate per annum equal to the Base Rate for such day.
Changes in the rate of interest on that portion of any Advance maintained as a Base Rate Advance will take effect simultaneously
with each change in the Alternate Base Rate. Each Eurocurrency Advance shall bear interest on the outstanding principal amount
thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon
the Borrower’s selections under Sections 2.8 and 2.9 and the Pricing Schedule. No Interest Period may end after the Facility
Termination Date.


 






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2.11.        Rates
Applicable After Event of Default.    Notwithstanding anything to the contrary
contained in Sections 2.8, 2.9 or 2.10, during the continuance of a Default or Event of Default the Required Lenders may, at their
option, by notice from the Administrative Agent to the Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to changes in interest rates), declare
that no Advance may be made as, converted into or continued as a Eurocurrency Advance. During the continuance of an Event of Default
the Required Lenders may, at their option, by notice from the Administrative Agent to the Borrower (which notice may be revoked
at the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders
to changes in interest rates), declare that (i) each Eurocurrency Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 3.00% per annum, (ii) each Base Rate Advance
shall bear interest at a rate per annum equal to the Base Rate in effect from time to time plus 3.00% per annum, and (iii)
the LC Fee shall be increased by 3.00% per annum, provided that, during the continuance of an Event of Default under Sections
7.2, 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above and the increase in the LC Fee set forth in clause
(iii) above shall be applicable to all Credit Extensions without any election or action on the part of the Administrative Agent
or any Lender. After an Event of Default has been waived, the interest rate applicable to advances and the LC Fee shall revert
to the rates applicable prior to the occurrence of an Event of Default.


 


2.12.        Method
of Payment; Repayment of Revolving Loans, Term Loans and Draw Loans.


 


(a)          Each
Advance shall be repaid and each payment of interest thereon shall be paid in the currency in Dollars. All payments of the Obligations
under this Agreement and the other Loan Documents shall be made, without setoff,
deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address
specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the
Administrative Agent to the Borrower, by 12:00 noon (St. Louis, Missouri time) on the date when due and shall (except (i) with
respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been
fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Administrative
Agent among the Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.
The Administrative Agent is hereby authorized to charge the account of the Borrower maintained with U.S. Bank for each payment
of principal, interest, Reimbursement Obligations and fees as it becomes due hereunder. Each reference to the Administrative Agent
in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required
to be made by the Borrower to the LC Issuer pursuant to Section 2.19(f).


 


(b)          The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan on the Facility Termination Date.


 


(c)          The
Borrower shall repay the Term Loans on a quarterly basis on the first day of each March, June, September and December (or, if
such date is not a Business Day, on the immediately preceding Business Day) in the aggregate principal amount of (i) $675,000.00
commencing September 1, 2015 and continuing thereafter to and including June 1, 2016, and (ii) $1,000,000.00 commencing September
1, 2016 and each quarterly date referenced above thereafter. To the extent not previously paid, all unpaid Term Loans shall be
paid in full by the Borrower on the Facility Termination Date.


 






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(d)          The
Borrower shall repay the Draw Loans on a quarterly basis on the first day of each March, June, September and December (or, if
such date is not a Business Day, on the immediately preceding Business Day) in the aggregate principal amount equal 1.5% of the
outstanding principal balance of Draw Loans as of June 30, 2017, commencing September 1, 2017 and on each quarterly date referenced
above thereafter. To the extent not previously paid, all unpaid Draw Loans shall be paid in full by the Borrower on the Facility
Termination Date.








 


2.13.         Noteless
Agreement; Evidence of Indebtedness.    (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.


 


(b)          The
Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder, (iii) the original stated amount of each Facility LC and the amount
of LC Obligations outstanding at any time, and (iv) the amount of any sum received by the Administrative Agent hereunder from
the Borrower and each Lender’s share thereof.


 


(c)          The
entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of
the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Obligations in accordance with their terms.


 


(d)          Any
Lender (including the Swing Line Lender) may request that its Loans be evidenced by a promissory note (each, a "Note"
and collectively, "Notes"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note
or Notes payable to the order of such Lender in a form supplied by the Administrative Agent. Thereafter, the Loans evidenced by
such Note or Notes and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by
one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns
any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (b) (i) and (ii) above.


 


2.14.        Telephonic
Notices.    The Borrower hereby authorizes the Lenders and the Administrative
Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic
notices made by any Person or Persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of
the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation
(which may include e-mail) of each telephonic notice authenticated by an Authorized Officer. If the written confirmation differs
in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall govern absent manifest error. The parties agree to prepare appropriate documentation to correct any such
error within ten (10) days after discovery by any party to this Agreement. Nothing in this Section 2.14 will be deemed to waive
or limit Borrower's obligation to deliver any documents or information necessary to request a Draw Loan as set forth on Exhibit
H attached hereto. 


 






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2.15.         Interest
Payment Dates; Interest and Fee Basis.    Interest accrued on each Base
Rate Advance and each Swing Line Loan shall be payable on each Payment Date, commencing with the first such Payment Date to occur
after the date hereof and at maturity. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable
Interest Period, on any date on which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurocurrency Advance having an Interest Period longer than three (3) months shall also be payable on
the last day of each three-month interval during such Interest Period. Interest accrued pursuant to Section 2.11 shall be payable
on demand. Interest on all Advances and fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest
shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior
to 12:00 noon (St. Louis, Missouri time) at the place of payment. If any payment of principal of or interest on an Advance shall
become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.








 


2.16.         Notification
of Advances, Interest Rates, Prepayments and Commitment Reductions.    Promptly
after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Commitment reduction notice, Borrowing
Notice, Swing Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after
notice from the LC Issuer, the Administrative Agent will notify each Lender of the contents of each request for issuance of a
Facility LC hereunder. The Administrative Agent will notify each Lender of the currency and interest rate applicable to each Eurocurrency
Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate
Base Rate.


 


2.17.         Lending
Installations.    Each Lender may book its Advances and its participation
in any LC Obligations and the LC Issuer may book the Facility LCs at any Lending Installation selected by such Lender or the LC
Issuer, as the case may be, and may change its Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation and the Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder
shall be deemed held by each Lender or the LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each
Lender and the LC Issuer may, by written notice to the Administrative Agent and the Borrower in accordance with Article XIII,
designate replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will be issued
by it and for whose account Loan payments or payments with respect to Facility LCs are to be made.


 


2.18.         Non-Receipt
of Funds by the Administrative Agent.    Unless the Borrower or a Lender,
as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest
or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative
Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount
of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case
may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative
Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during
the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate
for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.


 






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2.19.        Facility
LCs.


 


(a)          Issuance.
The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit denominated
in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,”
and each such action a “Modification”), from time to time from and including the date of this Agreement and prior
to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC
is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $7,000,000.00, (ii) the aggregate
amount of the Revolving Exposures shall not exceed the lesser of the aggregate Revolving Commitments and, during any Borrowing
Base Period, the Borrowing Base, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No
Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination
Date and (y) one (1) year after its issuance.


 


(b)          Participations.
Upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.19, the LC Issuer shall
be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender
shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the LC Issuer,
a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Pro Rata
Share.


 


(c)          Notice.
Subject to Section 2.19(a), the Borrower shall give the Administrative Agent notice prior to 10:00 a.m. (St. Louis, Missouri time)
at least five (5) Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary,
the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of
such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the Administrative
Agent shall promptly notify the LC Issuer and each Lender of the contents thereof and of the amount of such Lender’s participation
in such proposed Facility LC. The issuance or Modification by the LC Issuer of any Facility LC shall, in addition to the conditions
precedent set forth in Article IV, be subject to the conditions precedent that such Facility LC shall be satisfactory to the LC
Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements
relating to such Facility LC as the LC Issuer shall have reasonably requested (each, a “Facility LC Application”).
The LC Issuer shall have no independent duty to ascertain whether the conditions set forth in Article IV have been satisfied;
provided, however, that the LC Issuer shall not issue a Facility LC if, on or before the proposed date of issuance,
the LC Issuer shall have received notice from the Administrative Agent or the Required Lenders that any such condition has not
been satisfied or waived. In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application,
the terms of this Agreement shall control.


 


(d)          LC
Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their
respective Pro Rata Shares, with respect to each Facility LC, a letter of credit fee at a per annum rate equal to the Applicable
Margin for Eurocurrency Loans in effect from time to time on the original face amount of such Facility LC for the period from
the date of issuance to the scheduled expiration date of such Facility LC, such fee to be payable in arrears on each Payment Date
(the “LC Fee”). The Borrower shall also pay to the LC Issuer for its own account (x) a fronting fee in an amount equal
to 0.125% per annum of the average daily undrawn stated amount under such Facility LC, such fee to be payable in arrears on each
Payment Date and (y) on demand, all amendment, drawing and other fees regularly charged by the LC Issuer to its letter of credit
customers and all out-of-pocket expenses incurred by the LC Issuer in connection with the issuance, Modification, administration
or payment of any Facility LC.


 




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(e)          Administration;
Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility
LC, the LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each
other Lender as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the “LC
Payment Date”). The responsibility of the LC Issuer to the Borrower and each Lender shall be only to determine that the
documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in
conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the issuance
and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it
being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each Lender shall be unconditionally
and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse
the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by the LC Issuer under each
Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds
available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed
by such Lender, for each day from the date of the LC Issuer’s demand for such reimbursement (or, if such demand is made
after 11:00 a.m. (St. Louis, Missouri time) on such date, from the next succeeding Business Day) to the date on which such Lender
pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first
three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.


 


(f)          Reimbursement
by Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable
LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand,
protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only
to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented
under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under
any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such
Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls
on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus the rate applicable to Base Rate Advances
for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its
Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement
Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC
Issuer in respect of such Facility LC pursuant to Section 2.19(e). Subject to the terms and conditions of this Agreement (including
without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable
conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any
Reimbursement Obligation.


 






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(g)          Obligations
Absolute. The Borrower’s obligations under this Section 2.19 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the LC Issuer,
any Lender or any beneficiary of a Facility LC. The Borrower further agrees with the LC Issuer and the Lenders that the LC Issuer
and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligation in respect of any Facility LC
shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any
Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary
of any Facility LC or any such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower
agrees that any action taken or omitted by the LC Issuer or any Lender under or in connection with each Facility LC and the related
drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not
put the LC Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.19(g) is intended to limit the
right of the Borrower to make a claim against the LC Issuer for damages as contemplated by the proviso to the first sentence of
Section 2.19(f).


 


(h)          Actions
of LC Issuer. The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex, teletype or electronic
mail message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected
by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless
it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall
first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19, the
LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with
a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon
the Lenders and any future holders of a participation in any Facility LC.


 


(i)          Indemnification.
The Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuer and the Administrative Agent, and their respective
directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses
(including reasonable counsel fees and disbursements) which such Lender, the LC Issuer or the Administrative Agent may incur (or
which may be claimed against such Lender, the LC Issuer or the Administrative Agent by any Person whatsoever) by reason of or
in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any
actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses
(including reasonable counsel fees and disbursements) which the LC Issuer may incur (i) by reason of or in connection with the
failure of any other Lender to fulfill or comply with its obligations to the LC Issuer hereunder (but nothing herein contained
shall affect any rights the Borrower may have against any Defaulting Lender) or (ii) by reason of or on account of the LC Issuer
issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any successor by operation
of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be
accompanied by a copy of a legal document, satisfactory to the LC Issuer, evidencing the appointment of such successor Beneficiary;
provided that the Borrower shall not be required to indemnify any Lender, the LC Issuer or the Administrative Agent for
any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct
or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms
of such Facility LC or (y) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.19(i) is intended to limit the
obligations of the Borrower under any other provision of this Agreement.


 






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(j)          Lenders’
Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates
and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost,
expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result
from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility
LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees
may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.





 


(k)          Facility
LC Collateral Account. The Borrower agrees that it will, upon the request of the Administrative Agent or the Required Lenders
and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the
Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Administrative
Agent (the “Facility LC Collateral Account”), in the name of such Borrower but under the sole dominion and control
of the Administrative Agent, for the benefit of the Lenders and in which such Borrower shall have no interest other than as set
forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable
benefit of the Lenders and the LC Issuer, a security interest in all of the Borrower’s right, title and interest in and
to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete
payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the
Facility LC Collateral Account in certificates of deposit of U.S. Bank having a maturity not exceeding thirty (30) days. Nothing
in this Section 2.19(k) shall either obligate the Administrative Agent to require the Borrower to deposit any funds in the Facility
LC Collateral Account or limit the right of the Administrative Agent to release any funds held in the Facility LC Collateral Account
in each case other than as required by Section 2.22 or Section 8.1.


 


(l)          Rights
as a Lender. In its capacity as a Lender, the LC Issuer shall have the same rights and obligations as any other Lender.


 


2.20.        Replacement
of Lender.    If the Borrower is required pursuant to Sections 3.1, 3.2
or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Base
Rate Advances into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation
to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines
to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any Lender
so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension
is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Event
of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative
Agent shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender
under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C
and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated
as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay
to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued
but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation
payments due to such Affected Lender under Sections 3.1, 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which
would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been
prepaid on such date rather than sold to the replacement Lender.


 






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2.21.         Limitation
of Interest.    The Borrower, the Administrative Agent and the Lenders intend to strictly comply with
all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control
over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21,
even if such provision declares that it controls. As used in this Section 2.21, the term “interest” includes the aggregate
of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to
the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation
for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted
for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during the full term of
this Agreement. In no event shall the Borrower or any other Person be obligated to pay, or any Lender have any right or privilege
to reserve, receive or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted under the applicable
laws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender
could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term
of this Agreement at the Highest Lawful Rate. On each day, if any, that the interest rate (the “Stated Rate”) called
for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall
automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest
Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would
have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated
Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence
shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest
at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days
in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or
in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section
2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess
of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents
is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of
any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited
to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful
Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration,
prepayment or other event which produces the excess, and, if such excess interest has been paid to such Lender, it shall be credited
pro tanto against the then-outstanding principal balance of the Borrower’s Obligations to such Lender, effective
as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of
such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly
refunded to its payor.


 


2.22.        Defaulting
Lenders.


 


(a)          Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


		(i)	Waivers and
                                         Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment,
                                         waiver or consent with respect to this Agreement shall be restricted as set forth in
                                         the definition of Required Lenders.



 




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		(ii)	Defaulting
                                         Lender Waterfall. Any payment of principal, interest, fees or other amounts received
                                         by the Administrative Agent for the account of such Defaulting Lender (whether voluntary
                                         or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative
                                         Agent from a Defaulting Lender pursuant to Section 11.1 shall be applied at such time
                                         or times as may be determined by the Administrative Agent as follows: first, to
                                         the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
                                         hereunder; second, to the payment on a pro rata basis of any amounts owing by
                                         such Defaulting Lender to the LC Issuer and Swing Line Lender hereunder; third,
                                         to Cash Collateralize the LC Issuer’s Fronting Exposure with respect to such Defaulting
                                         Lender in accordance with Section 2.22(d); fourth, as the Borrower may request
                                         (so long as no Default or Event of Default exists), to the funding of any Loan in respect
                                         of which such Defaulting Lender has failed to fund its portion thereof as required by
                                         this Agreement, as determined by the Administrative Agent; fifth, if so determined
                                         by the Administrative Agent and the Borrower, to be held in a deposit account (including
                                         the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such
                                         Defaulting Lender’s potential future funding obligations with respect to Loans
                                         under this Agreement and (y) Cash Collateralize the LC Issuer’s future Fronting
                                         Exposure with respect to such Defaulting Lender with respect to future Facility LCs issued
                                         under this Agreement, in accordance with Section 2.22(d); sixth, to the payment
                                         of any amounts owing to the Lenders, the LC Issuer or Swing Line Lender as a result of
                                         any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuer
                                         or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
                                         breach of its obligations under this Agreement; seventh, so long as no Default
                                         or Event of Default exists, to the payment of any amounts owing to the Borrower as a
                                         result of any judgment of a court of competent jurisdiction obtained by the Borrower
                                         against such Defaulting Lender as a result of such Defaulting Lender's breach of its
                                         obligations under this Agreement; eighth, if so determined by the Administrative
                                         Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of
                                         the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure
                                         equals such ratio immediately prior to the Defaulting Lender’s failure to fund
                                         any portion of any Loans or participations in Facility LCs or Swing Line Loans; and ninth,
                                         to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
                                         provided that if (x) such payment is a payment of the principal amount of any
                                         Loans or Facility LC issuances in respect of which such Defaulting Lender has not fully
                                         funded its appropriate share, and (y) such Loans were made or the related Facility LCs
                                         were issued at a time when the conditions set forth in Section 4.2 were satisfied or
                                         waived, such payment shall be applied solely to pay the Credit Extensions of all Non-Defaulting
                                         Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions
                                         of such Defaulting Lender until such time as all Loans and funded and unfunded participations
                                         in LC Obligations and Swing Line Loans are held by the Lenders pro rata in accordance
                                         with the Commitments without giving effect to Section 2.22(a)(iv). Any payments, prepayments
                                         or other amounts paid or payable to a Defaulting Lender that are applied (or held) to
                                         pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section
                                         2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each
                                         Lender irrevocably consents hereto.



 


		(iii)	Certain
                                         Fees. (A) No Defaulting
                                         Lender shall be entitled to receive any Commitment Fee for any period during which that
                                         Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such
                                         fee that otherwise would have been required to have been paid to that Defaulting Lender).



 






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(B)         Each
Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to
the extent allocable to its ratable share of the stated amount of Facility LCs for which it has provided Cash Collateral pursuant
to Section 2.22(d).








 


(C)         With
respect to any Commitment Fee or LC Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above,
the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender
with respect to such Defaulting Lender’s participation in LC Obligations or Swing Line Loans that has been reallocated to
such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the LC Issuer and Swing Line Lender, as applicable, the amount
of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the LC Issuer’s or Swing Line Lender’s
Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 


		(iv)	Reallocation
                                         of Participations to Reduce Fronting Exposure. All or any part of such Defaulting
                                         Lender’s participation in LC Obligations and Swing Line Loans shall be reallocated
                                         among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares
                                         (calculated without regard to such Defaulting Lender’s Commitment) but only to
                                         the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time
                                         of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative
                                         Agent at such time, the Borrower shall be deemed to have represented and warranted that
                                         such conditions are satisfied at such time), and (y) such reallocation does not cause
                                         the aggregate Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such
                                         Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute
                                         a waiver or release of any claim of any party hereunder against a Defaulting Lender arising
                                         from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
                                         Lender as a result of such Non-Defaulting Lender’s increased exposure following
                                         such reallocation.



 


		(v)	Cash Collateral,
                                         Repayment of Swing Line Loans. If the reallocation described in clause (iv) above
                                         cannot, or can only partially, be effected, the Borrower shall, without prejudice to
                                         any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line
                                         Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second,
                                         Cash Collateralize the LC Issuer’s Fronting Exposure in accordance with the procedures
                                         set forth in Section 2.22(d).



 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the LC Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Facility LCs and Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments (without
giving effect to Section 2.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was
a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.


 






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(c)          New
Swing Line Loans/Facility LCs. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required
to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line
Loan and (ii) the LC Issuer shall not be required to issue, extend, renew or increase any Facility LC unless it is satisfied that
it will have no Fronting Exposure after giving effect thereto.








 


(d)          Cash
Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request
of the Administrative Agent or the LC Issuer (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the
LC Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv)
and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 


		(i)	Grant of Security
                                         Interest. The Borrower, and to the extent provided by any Defaulting Lender, such
                                         Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the
                                         LC Issuer, and agrees to maintain, a first priority security interest in all such Cash
                                         Collateral as security for the Defaulting Lender’s obligation to fund participations
                                         in respect of LC Obligations, to be applied pursuant to clause (ii) below. If at any
                                         time the Administrative Agent determines that Cash Collateral is subject to any right
                                         or claim of any Person other than the Administrative Agent and the LC Issuer as herein
                                         provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral
                                         Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide
                                         to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
                                         such deficiency (after giving effect to any Cash Collateral provided by the Defaulting
                                         Lender).



 


		(ii)	Application.
                                         Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral
                                         provided under this Section 2.22 in respect of Facility LCs shall be applied to the satisfaction
                                         of the Defaulting Lender’s obligation to fund participations in respect of LC Obligations
                                         (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
                                         on such obligation) for which the Cash Collateral was so provided, prior to any other
                                         application of such Property as may otherwise be provided for herein.



 


		(iii)	Termination
                                         of Requirement. Cash Collateral (or the appropriate portion thereof) provided to
                                         reduce the LC Issuer’s Fronting Exposure shall no longer be required to be held
                                         as Cash Collateral pursuant to this Section 2.22(d) following (i) the elimination of
                                         the applicable Fronting Exposure (including by the termination of Defaulting Lender status
                                         of the applicable Lender), or (ii) the determination by the Administrative Agent and
                                         the LC Issuer that there exists excess Cash Collateral; provided that, subject
                                         to this Section 2.22 the Person providing Cash Collateral and the LC Issuer may agree
                                         that Cash Collateral shall be held to support future anticipated Fronting Exposure or
                                         other obligations and provided further that to the extent that such Cash Collateral
                                         was provided by the Borrower, such Cash Collateral shall remain subject to the security
                                         interest granted pursuant to the Loan Documents.



 


		2.23.	[Intentionally
                                         Omitted].



 


		2.24.	[Intentionally
                                         Omitted].



 


		2.25.	[Intentionally
                                         Omitted].



 




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2.26.         Increase
Option.    The Borrower may from time to time elect to increase the Revolving
Commitments or the Draw Loan Commitments, in each case in minimum increments of $5,000,000.00 or such lower amount as the Borrower
and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases does
not exceed $50,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so
agreeing to an increase in its Revolving Commitment or Draw Loan Commitment, an “Increasing Lender”), or by one or
more new banks, financial institutions or other entities that are Eligible Assignees (each such new bank, financial institution
or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments or Draw Loan Commitments,
or extend Revolving Commitments or Draw Loan Commitments, as the case may be; provided that (i) each Augmenting Lender
and each Increasing Lender shall be subject to the approval of the Borrower, the Administrative Agent and the LC Issuer, in each
case not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing
Lender execute an agreement substantially in the form of Exhibit F hereto, and (y) in the case of an Augmenting
Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit G
hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in
Revolving Commitments or Draw Loan Commitments pursuant to this Section 2.26. Increases and new Revolving Commitments and
Draw Loan Commitments created pursuant to this Section 2.26 shall become effective on the date agreed by the Borrower, the
Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each
Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments or Draw Loan Commitments (or in the Revolving
Commitment or Draw Loan Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed
date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2
shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect
dated such date and executed by an Authorized Officer of the Borrower, (B) the Borrower shall be in compliance (on a pro forma
basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, and (C) no Default
or Event of Default exists or would result therefrom, and (ii) the Administrative Agent shall have received documents consistent
with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving
effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation,
customary opinions of counsel, affirmations of Loan Documents and updated financial projections, reasonably acceptable to the
Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.21 through the Facility Termination
Date). On the effective date of any increase in the Revolving Commitments or Draw Loan Commitments, (i) each relevant Increasing
Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving
effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the
outstanding Revolving Loans or Draw Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving
Loans or Draw Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving
Loans or Draw Loans, as applicable, as of the date of any increase in the Revolving Commitments or Draw Loan Commitments, as applicable
(with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a
notice delivered by the Borrower, in accordance with the requirements of Section 2.3). The deemed payments made pursuant
to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount
prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions
of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained
in this Section 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its
Revolving Commitment or Draw Loan Commitment hereunder, at any time. 


 




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ARTICLE
III



YIELD PROTECTION; TAXES


 


3.1.          Yield
Protection.    If, on or after the date of this Agreement, the adoption
of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the
force of law), or any change in the interpretation, promulgation, implementation or administration thereof by any governmental
or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof including,
notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Dodd-Frank Wall Street Reform
and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender or applicable Lending
Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central
bank or comparable agency:


 


(a)          subjects
any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments
(other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurocurrency Loans or Daily Eurocurrency
Loans, Facility LCs or participations therein, or


 


(b)          imposes
or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer
(other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances)
and Daily Eurocurrency Loans) or


 


(c)          imposes
any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC
Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in
Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection
with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any
applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans,
or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed
material by such Lender or the LC Issuer as the case may be,


 


and the result of any of the foregoing
is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining
its Eurocurrency Loans or Daily Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the
return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such
Eurocurrency Loans or Daily Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of
demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased
cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this
Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower
shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more
than 270 days prior to the date that such Person notifies the Borrower of the circumstances giving rise to such increased costs
or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the circumstance
giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended
to include the period of retroactive effect thereof.


 




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3.2.          Changes
in Capital Adequacy Regulations.    If a Lender or the LC Issuer determines
the amount of capital or liquidity required or expected to be maintained by such Lender or the LC Issuer, any Lending Installation
of such Lender or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change,
then, within 15 days of demand by such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount
necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or
the LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and
issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s
policies as to capital adequacy and liquidity). Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules,
guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be
a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or
similar authority) or the United States financial regulatory authorities shall be deemed to be a Change regardless of the date
adopted, issued, promulgated or implemented. Notwithstanding the foregoing, the Borrower shall not be required to compensate any
Lender or the LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such
Lender or the LC Issuer notifies the Borrower of the Change giving rise to such shortfall and of such Lender’s or the LC
Issuer’s intention to claim compensation therefor; provided further, that if the Change giving rise to such shortfall
is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


3.3.          Availability
of Types of Advances; Adequacy of Interest Rate.    If the Administrative
Agent or the Required Lenders determine that deposits of a type and maturity appropriate to match fund Eurocurrency Advances or
Daily Eurocurrency Loans are not available to such Lenders in the relevant market or the Administrative Agent, in consultation
with the Lenders, determines that the interest rate applicable to Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable
or does not adequately and fairly reflect the cost of making or maintaining Eurocurrency Advances or Daily Eurocurrency Loans,
then the Administrative Agent shall suspend the availability of Eurocurrency Advances or Daily Eurocurrency Loans and require
any affected Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Base Rate Advances (bearing interest
at other than the Daily Eurocurrency Rate), subject to the payment of any funding indemnification amounts required by Section
3.4.


 


3.4.          Funding
Indemnification.    If (a) any payment of a Eurocurrency Advance occurs
on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise,
(b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders,
(c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails
to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or
(e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and
Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential”
shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated
as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the
Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments
in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term
nature of this facility, Borrower agrees that Interest Differential shall not be discounted to its present value.


 




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3.5.         Taxes.


 


(a)          Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable law.  If any applicable law requires the deduction or withholding
of any Tax from any such payment, then the applicable Loan Party shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary
so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional
sums payable under this Section 3.5) the applicable Lender, the LC Issuer or the Administrative Agent receives an amount equal
to the sum it would have received had no such deduction or withholding been made.


 


(b)          The
Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law or at the option of the
Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(c)          The
Loan Parties shall indemnify the Lender, the LC Issuer or the Administrative Agent, within fifteen (15) days after demand therefor,
for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 3.5) payable or paid by such Lender, the LC Issuer or the Administrative
Agent or required to be withheld or deducted from a payment to such Lender, the LC Issuer or the Administrative Agent and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender or LC Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender or LC Issuer, shall be conclusive absent manifest error.


 


(d)          Each
Lender shall severally indemnify the Administrative Agent, within fifteen (15) days after demand therefor, for (i) any Indemnified
Taxes and Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 12.2(c) relating to the maintenance of a Participant
Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to
the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against
any amount due to the Administrative Agent under this paragraph (d).


 


(e)          As
soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.5, such
Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 




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(f)          (i)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if
reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 3.5(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


(ii) Without limiting
the generality of the foregoing,


 


(A) any Lender that is
a United States Person for U.S. federal income Tax purposes shall deliver to the Borrower and the Administrative Agent on or prior
to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S.
federal backup withholding Tax;


 


(B) any Non-U.S. Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1) in the
case of a Non-U.S. Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any
other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;


 


(2) executed
originals of IRS Form W-8ECI;


 


(3) in the
case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN; or


 


(4) to the
extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, IRS Form W-8IMY or IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable.


 




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(C) any Non-U.S. Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals
of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D) if a payment made
to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail
to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


(E) For
purposes of determining withholding Taxes imposed under FATCA, from and after the date hereof, the Borrower and the Administrative
Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471- 2(b)(2)(i).


 


(iii)        Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal
inability to do so.


 


(g)          If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Section 3.5 (including by the payment of additional amounts pursuant to this Section 3.5),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this Section 3.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of
such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding
anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position
than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund
had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 




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(h)          Each
party’s obligations under this Section 3.5 shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document.


 


(i)          For
purposes of Section 3.5(d) and (f), the term “Lender” includes the LC Issuer.


 


3.6.         Selection
of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity.  To
the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency
Loans or Daily Eurocurrency Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to
avoid the unavailability of Eurocurrency Advances or Daily Eurocurrency Loans under Section 3.3, so long as such designation is
not, in the judgment of such Lender, disadvantageous to such Lender.  Each Lender shall deliver a written statement
of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2,
3.4 or 3.5.  Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error.  Determination
of amounts payable under such Sections in connection with a Eurocurrency Loan or a Daily Eurocurrency Loan shall be calculated
as though each Lender funded its Eurocurrency Loan or Daily Eurocurrency Loan through the purchase of a deposit of the type and
maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate or the Daily Eurocurrency Rate
applicable to such Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount specified
in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement.  The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this
Agreement.


 


ARTICLE
IV



CONDITIONS PRECEDENT


 


4.1.         Initial
Credit Extension.  The Lenders shall not be required to make the initial
Credit Extension hereunder unless each of the following conditions is satisfied:


 


(a)          The
Administrative Agent shall have received executed counterparts of each of this Agreement and the Reaffirmation.


 


(b)          The
Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on
the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations
and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality
qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated
to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects
on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality
qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty
is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in
all material respects on and as of such earlier date.


 


(c)          The
Administrative Agent shall have received one or more written opinion(s) of the Borrower’s and Guarantor's counsel (which
may include local counsel and in-house counsel), addressed to the Lenders, substantially covering the opinions set forth in Exhibit
A.


 




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(d)          The
Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each
such requesting Lender.


 


(e)          The
Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing
of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters
relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance
satisfactory to the Administrative Agent and its counsel.


 


(f)          If
the initial Credit Extension will be the issuance of a Facility LC, the Administrative Agent shall have received a properly completed
Facility LC Application.


 


(g)          Intentionally
Omitted.


 


(h)          The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.


 


(i)          There
shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations
or condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole,
since December 31, 2014 or (y) in the facts and information regarding such entities as represented by such entities to date.


 


(j)          The
Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals necessary
in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken
by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower
and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative
Agent could have such effect.


 


(k)          No
action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any
arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Credit Extensions.


 


(l)          The
Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions
contemplated hereby, which demonstrate, in the Administrative Agent’s reasonable judgment, together with all other information
then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when
they become due, and can comply with the financial covenants set forth in Section 6.21, (ii) such information as the
Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial
statements, (iii) company-prepared consolidated financial statements of Borrower and its Subsidiaries for the fiscal quarter ended
March 31, 2015, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year
ended December 31, 2014.


 


(m)          The
Administrative Agent shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory
to the Administrative Agent and otherwise in compliance with the terms of Sections 5.18 and 6.6.


 




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(n)          The
Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where the initial Loan
Parties are organized, and such search shall reveal no Liens on any of the assets of the initial Loan Parties except for Liens
permitted by Section 6.16 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory
to the Administrative Agent.


 


(o)          Each
document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably
requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent,
for the benefit of the Lenders, a perfected Lien on the Collateral described herein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 6.16), shall be in proper form for filing, registration or recordation.


 


(p)          The
Administrative Agent shall have received a copy of an appraisal indicating the "orderly liquidation value" of Borrower's
machinery and equipment performed by a third-party independent appraiser acceptable to and engaged by the Administrative Agent.  The
Administrative Agent hereby acknowledges receipt of such appraisal on or prior to the Effective Date.


 


(q)          The
Administrative Agent shall have received a copy of the Bank Approved Appraisal.  The Administrative Agent hereby acknowledges
receipt of such appraisal on or prior to the Effective Date.


 


(r)          If
the initial Credit Extension is a Draw Loan, the Administrative Agent shall have satisfied all conditions precedent applicable
thereto as set forth in Exhibit H attached hereto.


 


4.2.         Each
Credit Extension.  The Lenders shall not (except as otherwise set forth in Section
2.4(d) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension
unless on the applicable Borrowing Date:


 


(a)          There
exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension.


 


(b)          The
representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain
a materiality qualifier, true and correct in all respects as of such Borrowing Date, except to the extent any such representation
or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and
correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not
contain a materiality qualifier, true and correct in all material respects as of such Borrowing Date, except to the extent any
such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall
have been true and correct in all material respects on and as of such earlier date.


 


Each Borrowing Notice
or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension
shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(a) and (b) have been
satisfied.


 


ARTICLE
V



REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Lenders that:


 




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5.1.          Existence
and Standing.  Each of the Borrower and its Subsidiaries is a corporation,
partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or formed, as the case
may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction
of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business
is conducted.


 


5.2.          Authorization
and Validity.  The Borrower has the power and authority and legal right
to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder.  The execution
and delivery by the Borrower of the Loan Documents to which it is a party and the performance of its obligations thereunder have
been duly authorized by proper corporate proceedings, and the Loan Documents to which the Borrower is a party constitute legal,
valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.


 


5.3.          No
Conflict; Government Consent.  Neither the execution and delivery by
the Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower’s or any Subsidiary’s articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating
or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which
the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with
or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property
of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement.  No order, consent,
adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by,
or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained
by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection
with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the
Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.


 


5.4.          Financial
Statements.  The December 31, 2014 audited consolidated financial statements
of the Borrower and its Subsidiaries, and their unaudited financial statements dated as of March 31, 2015, heretofore delivered
to the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present in
all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and
the consolidated results of their operations for the period then ended.


 


5.5.          Material
Adverse Change.  Since the date of the most recent audited financial statements
delivered to the Administrative Agent, there has been no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect.


 


5.6.          Taxes.  The
Borrower and its Subsidiaries have filed all United States federal and state income Tax returns and all other material Tax returns
which are required to be filed by them and have paid all United States federal and state income Taxes and all other material Taxes
due from the Borrower and its Subsidiaries, including, without limitation, pursuant to any assessment received by the Borrower
or any of its Subsidiaries, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves
have been provided in accordance with GAAP and as to which no Lien exists.  No Tax Liens have been filed and no claims
are being asserted with respect to any such Taxes.  The charges, accruals and reserves on the books of the Borrower
and its Subsidiaries in respect of any Taxes or other governmental charges are adequate.


 




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5.7.          Litigation
and Contingent Obligations.  There is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent,
enjoin or delay the making of any Credit Extensions.  Other than any liability incident to any litigation, arbitration
or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material Contingent
Obligations not provided for or disclosed in the financial statements referred to in Section 5.4.


 


5.8.          Subsidiaries.  Schedule
5.8 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective
jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower
or other Subsidiaries.  All of the issued and outstanding shares of capital stock or other ownership interests of such
Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and
issued and are fully paid and non-assessable.


 


5.9.          ERISA.  With
respect to each Plan, the Borrower and all ERISA Affiliates have paid all required minimum contributions and installments on or
before the due dates provided under Section 430(j) of the Code and could not reasonably be subject to a lien under Section 430(k)
of the Code or Title IV of ERISA.  Neither the Borrower nor any ERISA Affiliate has filed, pursuant to Section 412(c)
of the Code or Section 302(c) of ERISA, an application for a waiver of the minimum funding standard.  No ERISA Event
has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 


5.10.        Accuracy
of Information.  No information, exhibit or report furnished by the Borrower
or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with,
the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make
the statements contained therein not misleading.


 


5.11.        Regulation
U.  Margin stock (as defined in Regulation U) constitutes less than 25% of the
value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction
hereunder.


 


5.12.        Material
Agreements.  Neither the Borrower nor any Subsidiary is a party to any
agreement or instrument or subject to any charter or other corporate or limited liability company restriction which could reasonably
be expected to have a Material Adverse Effect.  Neither the Borrower nor any Subsidiary is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party,
which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or
governing Indebtedness.


 


5.13.        Compliance
With Laws.  The Borrower and its Subsidiaries are in compliance in all
material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government
or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership
of their respective Property.


 




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5.14.         Ownership
of Properties.  Except as set forth in Schedule 5.14, on the date of this Agreement,
the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.16, to all of
the Property and assets reflected in the Borrower’s most recent consolidated financial statements provided to the Administrative
Agent as owned by the Borrower and its Subsidiaries (other than as may have been disposed of in a manner permitted by Section
6.13(a)).


 


5.15.         Plan
Assets; Prohibited Transactions.  The Borrower is not an entity deemed to hold “plan assets” within
the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement
nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA
or Section 4975 of the Code.


 


5.16.         Environmental
Matters.  In the ordinary course of its business, the officers of the
Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which
they identify and evaluate potential risks and liabilities accruing to the Borrower due to Environmental Laws.  On the
basis of this consideration, the Borrower has concluded its Property and operations and those of its Subsidiaries are in material
compliance with applicable Environmental Laws and that none of Borrower or any of its Subsidiaries is subject to any liability
under Environmental Laws that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.  Neither
the Borrower nor any Subsidiary has received any notice to the effect that its Property and/or operations are not in material
compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any Hazardous Material, which non-compliance or remedial
action could reasonably be expected to have a Material Adverse Effect.


 


5.17.         Investment
Company Act.  Neither the Borrower nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended.


 


5.18.         Insurance.  The
Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies insurance
on all their Property, liability insurance and environmental insurance in such amounts, subject to such deductibles and self-insurance
retentions and covering such Properties and risks as is consistent with sound business practice.  


 


5.19.         Solvency.


 


  (a)          Immediately
after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension,
if any, made on the Effective Date and after giving effect to the application of the proceeds of such Credit Extensions, (a) the
fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts
and liabilities, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (b) the present
fair saleable value of the Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount
that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
(c) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries on a consolidated
basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses
are now conducted and are proposed to be conducted after the Effective Date.


 




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(b)          The
Borrower does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received
by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness
of any such Subsidiary.


 


5.20.       No
Default.  No Default or Event of Default has occurred and is continuing.


 


5.21.       Anti-Corruption
Laws; Sanctions; Anti-Terrorism Laws.


 


(a)          The
Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and
agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any
Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees is
a Sanctioned Person. No Loan or Facility LC, use of the proceeds of any Loan or Facility LC or other transactions contemplated
hereby will violate Anti-Corruption Laws or applicable Sanctions.


 


(b)          Neither
the making of the Loans hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy
Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.  The
Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.


 


ARTICLE
VI



COVENANTS


 


During the term of
this Agreement, unless the Required Lenders shall otherwise consent in writing:


 


6.1.         Financial
Reporting.  The Borrower will maintain, for itself and each Subsidiary,
a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and the Lenders:


 


(a)          Within
120 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting
principles or practices reflecting changes in GAAP) audit report, with no going concern modifier, certified by independent certified
public accountants acceptable to the Administrative Agent, prepared in accordance with GAAP on a consolidated basis for itself
and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus
statements, and a statement of cash flows.


 


(b)          Within
45 days after the close of the first three (3) quarterly periods of each of its fiscal years, for itself and its Subsidiaries,
consolidated unaudited balance sheets as at the close of each such period and consolidated profit and loss and reconciliation of
surplus statements (including sufficient detail for independent calculation of the financial covenants set forth in Section 6.21)
and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by
its chief financial officer.


 


(c)          During
any Borrowing Base Period, as soon as available, but in any event within 30 days after the end of each month, an inventory report,
an accounts receivable aging report and a Borrowing Base Certificate, each in form and content acceptable to Administrative Agent.


 




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(d)          As
soon as available, but in any event within 45 days after the beginning of each fiscal year of the Borrower, a copy of the plan
and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for
such fiscal year.


 


(e)          Together
with the financial statements required under Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit
B signed by its chief financial officer showing the calculations necessary to determine compliance with this Agreement
and stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status
thereof.


 


(f)          Promptly
upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements
so furnished.


 


(g)          Promptly
upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the
Borrower or any of its Subsidiaries files with the U.S. Securities and Exchange Commission.


 


(h)          Such
other information (including non-financial information and environmental reports) as the Administrative Agent or any Lender may
from time to time reasonably request.


 


(i)          Any
financial statement and other items required to be furnished pursuant to Section 6.1(a), Section 6.1(b), Section 6.1(f) or Section
6.1(g) shall be deemed to have been furnished on the date on which the Lenders receive notice that the Borrower has filed such
financial statement with the U.S. Securities and Exchange Commission and is available on the EDGAR website on the Internet at www.sec.gov
or any successor government website that is freely and readily available to the Administrative Agent and the Lenders without charge;
provided that the Borrower shall give notice of any such filing to the Administrative Agent (who shall then give notice of any
such filing to the Lenders).  Notwithstanding the foregoing, the Borrower shall deliver paper or electronic copies of
any such financial statement to the Administrative Agent if the Administrative Agent reasonably requests the Borrower to furnish
such paper or electronic copies until written notice to cease delivering such paper or electronic copies is given by the Administrative
Agent.


 


If any information
which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower
with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier
date.


 


6.2.         Use
of Proceeds.  The Borrower will, and will cause each Subsidiary to, use
the proceeds of the Credit Extensions as follows: (i) Advances of Revolving Loans for domestic working capital purposes, (ii)
Advances of the Term Loans to refinance existing real estate and equipment indebtedness as of the Effective Date, and (iii) Advances
of the Draw Loan to pay for or reimburse Borrower for costs related to the Project and to finance the purchase and installation
of new Equipment.  The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances
to purchase or carry any “margin stock” (as defined in Regulation U).  No Borrower will request any Loan
or Facility LC, and no Borrower shall use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors,
officers, employees and agents shall not use, the proceeds of any Loan or Facility LC (i) in furtherance of an offer, payment,
promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any
Anti-Corruption Laws, (ii) in any manner that would result in the violation of any applicable Sanctions, or (iii) in any manner
that would cause the Loan to be deemed a "liquidity facility" as such term is used in 12 C.F.R. Part 50.


 


6.3.         Notice
of Material Events.  The Borrower will, and will cause each Subsidiary to, give
notice in writing to the Administrative Agent and each Lender, promptly and in any event within seven (7) days after an officer
of the Borrower obtains knowledge thereof, of the occurrence of any of the following:


 




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(a)          any
Default or Event of Default;


 


(b)          the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant
to any applicable Environmental Laws) against or affecting the Borrower or any Affiliate thereof that, if adversely determined,
would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any
Credit Extensions;


 


(c)          with
respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided
under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application
for a waiver of the minimum funding standard;


 


(d)          the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect;


 


(e)          any
material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and


 


(f)          any
other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect.


 


Each notice delivered
under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


6.4.         Conduct
of Business.  The Borrower will, and will cause each Subsidiary to, carry on
and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction
of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted.


 


6.5.         Taxes.  The
Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it
or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings, with respect
to which adequate reserves have been set aside in accordance with GAAP and which could not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.


 


6.6.         Insurance.  The
Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance
on all their Property, liability insurance and environmental insurance in such amounts, subject to such deductibles and self-insurance
retentions and covering such Properties and risks as is consistent with sound business practice, and the Borrower will furnish
to any Lender upon request full information as to the insurance carried.  The Administrative Agent shall be named as
lender loss payee pursuant to a standard mortgagee provision acceptable to the Administrative Agent and/or additional insured
with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall
agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent,
that it will give or endeavor to give the Administrative Agent thirty (30) days prior written notices before any such policy or
policies shall be cancelled.  The Borrower shall notify the Administrative Agent in writing, promptly after any Authorized
Officer’s awareness thereof, if (i) any such policy or policies shall be materially altered in a manner adverse to the Administrative
Agent and/or the Lenders or (ii) the amount of coverage thereunder shall be reduced.


 




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6.7.         Compliance
with Laws and Material Contractual Obligations.  The Borrower will, and will
cause each Subsidiary to, (i) comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable
Sanctions and (ii) perform in all material respects its obligations under material agreements to which it is a party.


 


6.8.         Maintenance
of Properties.  The Borrower will, and will cause each Subsidiary to,
do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, ordinary
wear and tear excepted, and make all necessary and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.


 


6.9.         Books
and Records; Inspection.  The Borrower will, and will cause each of its
Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities.  The Borrower will, and will cause each Subsidiary to, permit
the Administrative Agent and the Lenders, by their respective representatives and agents, at the Borrower’s expense, to
inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts
of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times
and intervals as the Administrative Agent or any Lender may reasonably designate.


 


6.10.        Payment
of Obligations.  The Borrower will, and will cause each of its Subsidiaries
to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse
Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, and (b) the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP.


 


6.11.        Indebtedness.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:


 


(a)          The
Loans and the Reimbursement Obligations.


 


(b)          Indebtedness
existing on the date hereof and described in Schedule 6.11 and any renewal or extension of such Indebtedness that does not increase
the principal amount thereof.


 


(c)          Sale
and Leaseback Transactions permitted pursuant to Section 6.18.


 


(d)          Other
Indebtedness, provided that the aggregate principal amount of such other Indebtedness does not exceed five percent (5.0%) of Borrower's
consolidated Total Assets at any time outstanding.


 




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6.12.       Merger.  The
Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, or permit any other
Person to merge into or consolidate with it, or liquidate or dissolve, except that (i) a Subsidiary may merge, consolidate, liquidate
or dissolve into the Borrower or a Guarantor (with the Borrower or a Guarantor being the survivor thereof, and with the Borrower
being the survivor of any merger with any Guarantor or Subsidiary), (ii) a non-Guarantor Subsidiary may merge, consolidate, liquidate
or dissolve into another non-Guarantor Subsidiary, and (iii) the Borrower or any Subsidiary may merge or consolidate with or into
any Person other than the Borrower or a Subsidiary in order to effect a Permitted Acquisition (with the Borrower or such Subsidiary
being the survivor thereof).


 


6.13.       Sale
of Assets.  The Borrower will not, nor will it permit any Subsidiary to, lease,
sell or otherwise dispose of its Property to any other Person, except:


 


(a)          Sales
of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business.


 


(b)          The
sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment,
or the proceeds of such sale are applied with reasonable promptness to the purchase price of such replacement equipment.


 


(c)          Sales
or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously sold
or disposed of (other than inventory in the ordinary course of business) as permitted by this Section 6.13(c) does not exceed $5,000,000.00
in aggregate disposition consideration during the term of this Agreement.


 


6.14.       Investments.  The
Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation,
loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, except:


 


(a)          Cash
Equivalent Investments.


 


(b)          Existing
Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 6.14.


 


(c)          Investments
constituting Permitted Acquisitions (subject to the limitations of Section 6.15 below).


 


(d)          Travel
advances to management personnel and employees in the ordinary course of business.


 


(e)          Other
Investments, provided that the aggregate principal amount of such other Investments does not exceed $5,000,000.00 at any time outstanding.


 


(f)          Investments
in Orchids South Carolina solely to pay for or reimburse Orchids South Carolina for costs related to the Project.


 


6.15.       Acquisitions.  The
Borrower will not, nor will it permit any Subsidiary, to make any Acquisition other than a Permitted Acquisition provided the
total consideration paid with the proceeds of Loans, or proposed to be paid with the proceeds of Loans, in connection with all
such Acquisitions does not exceed $5,000,000.00 during the term of this Agreement.


 




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6.16.       Liens.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property
of the Borrower or any of its Subsidiaries, except:


 


(a)          Liens
for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books.


 


(b)          Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the
ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in
good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its
books.


 


(c)          Liens
arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation.


 


(d)          Utility
easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing
with respect to Properties of a similar character and which do not in any material way affect the marketability of the same or
interfere with the use thereof in the business of the Borrower or its Subsidiaries.


 


(e)          Liens
arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar
rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor depository institution;
provided that (i) such account is not a dedicated cash collateral account and is not subject to restriction against access by Borrower
or a Subsidiary in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve, and (ii)
such account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution.


 


(f)          Liens
existing on the date hereof and described in Schedule 6.16.


 


(g)          Liens
on Property acquired in a Permitted Acquisition, provided that such Liens extend only to the Property so acquired and were
not created in contemplation of such acquisition.


 


(h)          Liens
in favor of the Administrative Agent, for the benefit of the Lenders, granted pursuant to any Collateral Document.


 


(i)          Other
Liens constituting purchase money liens securing Indebtedness permitted under Section 6.11(d), provided that the aggregate
principal amount of Indebtedness secured by such Liens described in this clause (i) at any time does not exceed $5,000,000.00 at
any time outstanding.


 


6.17.       Affiliates.  The
Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase
or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business
and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length
transaction.


 


6.18.       Sale
and Leaseback Transactions.  Other than the Mexico Transaction, the Borrower
will not, nor will it permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback Transactions.


 




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6.19.       Financial
Contracts.  The Borrower will not, nor will it permit any Subsidiary
to, enter into or remain liable upon any Financial Contract.


 


6.20.       Restricted
Payments.  The Borrower will not, nor will it permit any Subsidiary to,
make any Restricted Payment, except that (i) any Subsidiary may declare and pay dividends or make distributions to the Borrower
or to a Wholly-Owned Subsidiary, and (ii) the Borrower may declare and pay dividends on its capital stock provided that no Default
or Event of Default shall exist before or after giving effect to such dividends or be created as a result thereof.


 


6.21.       Financial
Covenants.


 


(a)          Fixed
Charge Coverage Ratio.  The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters
for the then most-recently ended four (4) fiscal quarters, of (i) Consolidated EBITDA plus Consolidated Rentals minus
Maintenance Capital Expenditures minus Restricted Payments minus cash taxes to (ii) Consolidated Interest Expense,
plus Consolidated Rentals, plus Consolidated Principal Payments over the four (4) fiscal quarters then ending, all
calculated for the Borrower and its Subsidiaries on a consolidated basis, to be less than 1.20 to 1.0.


 


(b)          Leverage
Ratio.  The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters, of (i) Consolidated
Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended four (4) fiscal quarters to be greater than the
ratio indicated for each determination date specified below:


 


	Determination Dates	Ratio
	 	 
	On June 30, 2015 and on the last day of  each calendar quarter through June 30, 2017	4.00:1.00
	 	 
	On September 30, 2017	3.75:1.00
	 	 
	On December 31, 2017 and on the last day of each calendar quarter thereafter	3.50:1.00


  


6.22.       Further
Assurances.


 


(a)          As
promptly as possible but in any event within thirty (30) days (or such later date as may be agreed by the Administrative Agent
in its sole discretion) after a Subsidiary is organized or acquired, or any Person becomes a Subsidiary pursuant to the definition
thereof, or is designated by the Borrower or the Administrative Agent as a Subsidiary, the Borrower shall provide the Administrative
Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary
and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty and the Security Agreement
(in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions
thereof, such Guaranty and Security Agreement joinder[s] to be accompanied by an updated Schedule 5.8 hereto designating such
Subsidiary as such, appropriate resolutions, other documentation and legal opinions, in each case in form and substance reasonably
satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably
request.  Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver,
or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments (including, without
limitation, account control agreements, landlord waivers, bailee agreements, intellectual property security agreements and Mortgages),
and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings,
Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Article IV, as applicable),
which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms
and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended
to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all
at the expense of the Loan Parties.


 




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(b)          As
promptly as possible but in any event within thirty (30) days (or such later date as may be agreed by the Administrative Agent
in its sole discretion) after the Borrower or any Domestic Subsidiary organizes a Foreign Subsidiary or acquires any equity interest
in a Foreign Subsidiary, or any Person becomes a Foreign Subsidiary of the Borrower or any Domestic Subsidiary pursuant to the
definition thereof, or is designated by the Borrower, any Domestic Subsidiary or the Administrative Agent as a Foreign Subsidiary,
the Borrower or the applicable Domestic Subsidiary will execute and deliver to the Administrative Agent a pledge agreement in a
form satisfactory to the Administrative Agent, together with such supporting documentation (including, without limitation, authorizing
resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first-priority security
interest in the equity interests in such Foreign Subsidiary, provided that such pledges shall not exceed the Applicable Pledge
Percentage of the equity interests of such Foreign Subsidiary.


 


6.23.        OFAC,
PATRIOT Act Compliance.  The Borrower shall, and shall cause each Subsidiary
to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions
of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and
take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative
Agent and the Lenders in maintaining compliance with the PATRIOT Act.


 


6.24.        Draw
Loan Covenants.  The Borrower will comply with each of the covenants set forth in Article H-V of Exhibit H
attached hereto.


 


6.25.        Swap
Requirement.   Not later than 180 days following the Effective Date, the Borrower shall purchase interest rate protection
in a form acceptable to the Administrative Agent and the Lenders, covering a mutually agreed upon notional amount of the Term Loan
and the Delayed Draw Term Loan for a period acceptable to the Administrative Agent and the Lenders. Documentation for interest
rate protection shall conform to ISDA standards and must be acceptable to the Administrative Agent with respect to inter-creditor
issues. The interest rate product shall be collateralized pari passu with the Lenders.


 


ARTICLE
VII



DEFAULTS


 


The occurrence of any
one or more of the following events shall constitute an Event of Default (each, an “Event of Default”):


 


7.1.          Any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the
Administrative Agent under or in connection with this Agreement (including the exhibits attached hereto), any Credit Extension,
or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false
on the date made or confirmed.


 




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7.2.          Nonpayment
of (i) principal of any Loan within five (5) days of when due (provided, such five (5) day grace period shall not apply to payments
due on the Facility Termination Date) or (ii) any Reimbursement Obligation, interest upon any Loan, any Commitment Fee or LC Fee,
or any other obligation under any of the Loan Documents within five (5) days after the same becomes due (provided, such five (5)
day grace period shall not apply to payments due on the Facility Termination Date).


 


7.3.          The
breach by the Borrower of any of the terms or provisions of Section 6.1(a), 6.1(b), 6.1(c), 6.1(e), 6.2, 6.3, 6.4, 6.11, 6.12,
6.13, 6.14, 6.15, 6.16, 6.18, 6.19, 6.20, 6.21, 6.22, 6.23 or 6.24.


 


7.4.          The
breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of
any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) the Borrower
becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.


 


7.5.          Failure
of the Borrower or any of its Subsidiaries to pay when due any payment (whether of principal, interest or any other amount) in
respect of any Material Indebtedness; or the default by the Borrower or any of its Subsidiaries in the performance (beyond the
applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness
Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to
permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion
of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness
Agreement to be terminated prior to its stated expiration date; or any portion of Material Indebtedness of the Borrower or any
of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly
scheduled payment) prior to the stated maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or admit in
writing its inability to pay, its debts generally as they become due.


 


7.6.          The
Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy
laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial
Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against
it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions
set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7.


 


7.7.          Without
the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding
described in Section 7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.


 


7.8.          Any
court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower
and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending
with the month in which any such action occurs, constitutes a Substantial Portion.


 




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7.9.          The
Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge
one or more (i) judgments or orders for the payment of money in excess of $2,500,000 (or the equivalent thereof in currencies other
than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets
of the Borrower or any of its Subsidiaries to enforce any such judgment.


 


7.10.         (a)
With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $2,500,000 pursuant to Section 430(k)
of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of
the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result
in a Material Adverse Effect.


 


7.11.         Nonpayment
by the Borrower or any Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of
any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition
of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto.


 


7.12.         Any
Change in Control shall occur.


 


7.13.         The
occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the
terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace
therein provided.


 


7.14.         Any
Loan Document (or any material provision thereof) shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any Loan Document (or any material provision thereof), or any Guarantor
shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that
it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.


 


7.15.         Any
Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral
purported to be covered thereby, except as permitted by the terms of any Collateral Document or the terms hereof, or any Collateral
Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any
Collateral Document to which it is a party.


 


7.16.         The
occurrence of a termination of, or material default under, the Mexico Supply Agreement and failure by Borrower to arrange for the
continuing production of product on commercially reasonable terms for a period in excess of ninety (90) days thereafter.


 


7.17.         The
occurrence of any event described in Section 6.1 of Exhibit H attached hereto.


 




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ARTICLE
VIII



ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


 


8.1.         Acceleration;
Remedies.  If any Event of Default described in Section 7.6 or 7.7 occurs with
respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer
to issue Facility LCs shall automatically terminate and the Obligations under this Agreement and the other Loan Documents shall
immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any
Lender and the Borrower will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held
in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third
parties and has not been applied against the Obligations under this Agreement and the other Loan Documents (such difference, the
“Collateral Shortfall Amount”).  If any other Event of Default occurs, the Administrative Agent may,
and at the request of the Required Lenders shall, (a) terminate or suspend the obligations of the Lenders to make Loans hereunder
and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Obligations under this Agreement and the other
Loan Documents to be due and payable, or both, whereupon the Obligations under this Agreement and the other Loan Documents shall
become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby
expressly waives, and (b) upon notice to the Borrower and in addition to the continuing right
to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith
upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account.


 


(a)          If
at any time while any Event of Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount
at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith
upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account.


 


(b)          The
Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply
such funds to the payment of the Obligations under this Agreement and the other Loan Documents and any other amounts as shall from
time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents, as provided
in Section 8.2.


 


(c)          At
any time while any Event of Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower
shall have any right to withdraw any of the funds held in the Facility LC Collateral Account.  After all of the Obligations
under this Agreement and the other Loan Documents have been indefeasibly paid in full and the Aggregate Commitment has been terminated,
any funds remaining in the Facility LC Collateral Account shall be returned by the Administrative Agent to the Borrower or paid
to whomever may be legally entitled thereto at such time.


 


(d)          If,
within thirty (30) days after acceleration of the maturity of the Obligations under this Agreement and the other Loan Documents
or termination of the obligations of the Lenders to make Loans and the obligation
and power of the LC Issuer to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default
as described in Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations
due under this Agreement and the other Loan Documents shall have been obtained or entered, the Required Lenders (in their sole
discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or
termination.


 


(e)          Upon
the occurrence and during the continuation of any Event of Default, the Administrative Agent may, and at the request of the Required
Lenders shall, exercise all rights and remedies under the Loan Documents and enforce all other rights and remedies under applicable
law.


 




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(f)          In
addition to the rights and remedies of the Administrative Agent and Lenders set forth herein, upon the occurrence and during the
continuation of any Event of Default, the Administrative Agent and Lenders have the rights and remedies set forth in Section
6.2 of Exhibit H attached hereto.


 


8.2.         Application
of Funds.  After the exercise of remedies provided for in Section 8.1 (or after
the Obligations under this Agreement and the other Loan Documents have automatically become immediately due and payable as set
forth in the first sentence of Section 8.1(a)), any amounts received by the Administrative Agent on account of the Obligations
shall be applied by the Administrative Agent in the following order:


 


(a)          First,
to payment of fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;


 


(b)          second,
to payment of fees, indemnities and other amounts (other than principal, interest, LC Fees and commitment fees) payable to the
Lenders and the LC Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer as
required by Section 9.6 and amounts payable under Article III);


 


(c)          third,
to payment of accrued and unpaid LC Fees, commitment fees and interest on the Loans and Reimbursement Obligations, ratably among
the Lenders and the LC Issuer in proportion to the respective amounts described in this Section 8.2(c) payable to them;


 


(d)          fourth,
to payment of all Secured Obligations ratably among the Lenders;


 


(e)          fifth,
to the Administrative Agent for deposit to the Facility LC Collateral Account in an amount equal to the Collateral Shortfall Amount
(as defined in Section 8.1(a)), if any; and


 


(f)          last,
the balance, if any, to the Borrower or as otherwise required by law;


 


provided, however,
that, notwithstanding anything to the contrary set forth above, Excluded Swap Obligations with respect to any Guarantor shall not
be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments
from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 8.2.


 


8.3.         Waivers
and Amendments.  Subject to the provisions of this Section 8.3, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to this Agreement, the Guaranty or the Security Agreement
or changing in any manner the rights of the Lenders or the Borrower hereunder or thereunder or waiving any Default or Event of
Default hereunder; provided, however, that no such supplemental agreement shall:


 


(a)          without
the consent of each Lender directly affected thereby, extend the final maturity of any Loan, or extend the expiry date of any Facility
LC to a date after the Facility Termination Date or postpone any regularly scheduled payment of principal of any Loan or forgive
all or any portion of the principal amount thereof or any Reimbursement Obligation related thereto, or reduce the rate or extend
the time of payment of interest or fees thereon or Reimbursement Obligations related thereto or increase the amount of the Commitment
of such Lender hereunder.  


 




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(b)          without
the consent of all of the Lenders, reduce the percentage specified in the definition of Required Lenders.


 


(c)          without
the consent of all of the Lenders, amend this Section 8.3.


 


(d)          without
the consent of all of the Lenders, release all or substantially all of the Guarantors of the Obligations or, except as otherwise
provided in Section 10.16, release all or substantially all of the Collateral.


 


No amendment of any provision
of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent,
and no amendment of any provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer.  No
amendment to any provision of this Agreement relating to the Swing Line Lender or any Swing Line Loans shall be effective without
the written consent of the Swing Line Lender.  The Administrative Agent may waive payment of the fee required under Section
12.3(c) without obtaining the consent of any other party to this Agreement.  Notwithstanding anything to the contrary
herein, the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any
of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency of a technical or immaterial nature,
as determined in good faith by the Administrative Agent.


 


8.4.         Preservation
of Rights.  No delay or omission of the Lenders, the LC Issuer or the
Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of
any Event of Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of an Event
of Default or the inability of the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute
any waiver or acquiescence.  Any single or partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions
of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.3, and
then only to the extent in such writing specifically set forth.  All remedies contained in the Loan Documents or by
law afforded shall be cumulative and all shall be available to the Administrative Agent, the LC Issuer and the Lenders until the
Obligations have been paid in full.


 


ARTICLE
IX



GENERAL PROVISIONS


 


9.1.         Survival
of Representations.  All representations and warranties of the Borrower contained
in this Agreement shall survive the making of the Credit Extensions herein contemplated.


 


9.2.         Governmental
Regulation.  Anything contained in this Agreement to the contrary notwithstanding,
neither the LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.


 


9.3.         Headings.  Section
headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions
of the Loan Documents.


 


9.4.         Entire
Agreement.  The Loan Documents embody the entire agreement and understanding
among the Borrower, the Administrative Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings
among the Borrower, the Administrative Agent, the LC Issuer and the Lenders relating to the subject matter thereof other than
those contained in the Fee Letter which shall survive and remain in full force and effect during the term of this Agreement.


 




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9.5.         Several
Obligations; Benefits of this Agreement.  The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to
which the Administrative Agent is authorized to act as such).  The failure of any Lender to perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed
so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors
and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits
of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce
such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.


 


9.6.         Expenses;
Indemnification.  


 


(a)          The
Borrower shall reimburse the Administrative Agent and the Arranger upon demand for all reasonable out-of-pocket expenses paid or
incurred by the Administrative Agent or the Arranger, including, without limitation, filing and recording costs and fees, costs
of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside
counsel to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time,
in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution
(including, without limitation, via DebtX and any other internet service selected by the Administrative Agent), review, amendment,
modification, and administration of the Loan Documents.  The Borrower also agrees to reimburse the Administrative Agent,
the Arranger, the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket expenses, including, without limitation,
filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable
fees, charges and disbursements of outside counsel to the Administrative Agent, the Arranger, the LC Issuer and the Lenders and/or
the allocated costs of in-house counsel incurred from time to time, paid or incurred by the Administrative Agent, the LC Issuer
or any Lender in connection with the collection and enforcement of the Loan Documents.  Expenses being reimbursed by
the Borrower under this Section 9.6(a) include, without limitation, the cost and expense of obtaining an appraisal of each parcel
of real property or interest in real property described in the relevant Collateral Documents, which appraisal shall be in conformity
with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any
rules promulgated to implement such provisions and costs and expenses incurred in connection with the Reports described in the
following sentence.  The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the
Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”)
pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the
Borrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.


 


(b)          The
Borrower hereby further agrees to indemnify and hold harmless the Administrative Agent, the Arranger, the LC Issuer, each Lender,
their respective affiliates, and each of their directors, officers and employees, agents and advisors against all losses, claims,
damages, penalties, judgments, liabilities and expenses (including, without limitation, reasonable attorneys’ fees, charges
and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether
or not the Administrative Agent, the Arranger, the LC Issuer, any Lender or any affiliate is a party thereto) which any of them
may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby,
any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by Borrower or any of
its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by Borrower or any of its Subsidiaries, or the direct or indirect application or proposed application
of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification.  The
obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.


 




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9.7.          Numbers
of Documents.  All statements, notices, closing documents, and requests
hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish
one to each of the Lenders.


 


9.8.          Accounting.  Except
as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder
shall be made in accordance with GAAP in a manner consistent with that used in preparing the financial statements referred to
in Section 5.4, except that any calculation or determination which is to be made on a consolidated basis shall be made for the
Borrower and all of its Subsidiaries, including those Subsidiaries, if any, which are unconsolidated on the Borrower’s audited
financial statements; provided, however that, notwithstanding any other provision contained herein, all terms of
an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein
shall be made without giving effect to (i) any election under Accounting Standards Codification Section 825-10-25 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein, or (ii) any treatment
of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 470-20 (or
any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such
Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof.  If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and the Borrower, the Administrative Agent or the Required Lenders shall
so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders), provided
that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and the Borrower shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference
in such calculation, together with the delivery of monthly, quarterly and annual financial statements required hereunder.


 


9.9.          Severability
of Provisions.  Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision
in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.


 


9.10.         Nonliability
of Lenders.  The relationship between the Borrower on the one hand and
the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender.  Neither
the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower.  Neither
the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or
inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.  The
Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the
Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out
of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery
is sought.  Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with
respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive
damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions
contemplated thereby.  It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities
under this Agreement or any other Loan Document.  Each Lender acknowledges that it has not relied and will not rely
on the Arranger in deciding to enter into this Agreement or any other Loan Document or in taking or not taking any action.


 




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9.11.         Confidentiality.  The
Administrative Agent and each Lender agrees to hold any confidential information which it may receive from the Borrower in connection
with this Agreement in confidence, except for disclosure (i) to its Affiliates and to the Administrative Agent and any other Lender
and their respective Affiliates, (ii) to legal counsel, accountants, and other professional advisors to the Administrative Agent
or such Lender provided such parties have been notified of the confidential nature of such information, (iii) as provided in Section
12.3(e), (iv) to regulatory officials, (v) to any Person as requested pursuant to or as required by law, regulation, or legal
process, (vi) to any Person in connection with any legal proceeding to which it is a party, (vii) to its direct or indirect contractual
counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties provided
such parties have been notified of the confidential nature of such information, (viii) to rating agencies if requested or required
by such agencies in connection with a rating relating to the Advances hereunder, (ix) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, and (x) to the extent such information (1) becomes publicly available other than as a result of
a breach of this Section 9.11 or (2) becomes available to the Administrative Agent, the LC Issuer, the Swing Line Lender
or any other Lender on a non-confidential basis from a source other than the Borrower.  Without limiting Section 9.4,
the Borrower agrees that the terms of this Section 9.11 shall set forth the entire agreement between the Borrower and the Administrative
Agent and each Lender with respect to any confidential information previously or hereafter received by the Administrative Agent
or such Lender in connection with this Agreement, and this Section 9.11 shall supersede any and all prior confidentiality agreements
entered into by the Administrative Agent or any Lender with respect to such confidential information.


 


9.12.         Nonreliance.  Each
Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) for the repayment
of the Credit Extensions provided for herein.


 


9.13.         Disclosure.  The
Borrower and each Lender hereby acknowledge and agree that U.S. Bank and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its Affiliates.


 


9.14.         USA
PATRIOT ACT NOTIFICATION.  The following notification is provided to
Borrower pursuant to Section 326 of the PATRIOT Act:


 


Each Lender that is subject to the requirements
of the PATRIOT Act hereby notifies the Borrower and each other Loan Party that pursuant to the requirements of the PATRIOT Act,
it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and
address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the
PATRIOT Act.


 




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ARTICLE
X



THE ADMINISTRATIVE AGENT


 


10.1.          Appointment;
Nature of Relationship.  U.S. Bank National Association is hereby appointed
by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent”) hereunder
and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents.  The
Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X.  Notwithstanding
the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative
Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that
the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly
set forth in this Agreement and the other Loan Documents.  In its capacity as the Lenders’ contractual representative,
the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, and (ii) is a “representative”
of the Lenders within the meaning of the term “secured party” as defined in the Oklahoma Uniform Commercial Code,
and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents.  Each of the Lenders hereby agrees to assert no claim against the Administrative
Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby
waives.


 


10.2.          Powers.  The
Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative
Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto.  The Administrative
Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action
specifically provided by the Loan Documents to be taken by the Administrative Agent.


 


10.3.          General
Immunity.  Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by
it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action
or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.


 


10.4.          No
Responsibility for Loans, Recitals, etc.  Neither the Administrative Agent nor any of its directors, officers, agents
or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation
made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information
directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be
delivered solely to the Administrative Agent; (d) the existence or possible existence of any Default or Event of Default; (e)
the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing
furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral
security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower’s
or any such guarantor’s respective Subsidiaries.


 




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10.5.        Action
on Instructions of Lenders.  The Administrative Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders.  The Lenders hereby acknowledge that the Administrative Agent shall be under no duty
to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document
unless it shall be requested in writing to do so by the Required Lenders.  The Administrative Agent shall be fully justified
in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to
its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking
or continuing to take any such action.


 


10.6.        Employment
of Administrative Agents and Counsel.  The Administrative Agent may execute
any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact
and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.  The Administrative
Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders
and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document.


 


10.7.        Reliance
on Documents; Counsel.  The Administrative Agent shall be entitled to rely upon
any Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper
or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in
respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of
the Administrative Agent.  For purposes of determining compliance with the conditions specified in Sections 4.1 and
4.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the applicable date specifying its objection
thereto.


 


10.8.        Administrative
Agent’s Reimbursement and Indemnification.  The Lenders agree to
reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares (disregarding, for
the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower for which
the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred
by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Administrative Agent in
connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and (iii) for
any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection
with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of
any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for
any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required
pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance
with the provisions thereof.  The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations
and termination of this Agreement.


 




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10.9.       Notice
of Event of Default.  The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received
written notice from a Lender or the Borrower referring to this Agreement describing such Default or Event of Default and stating
that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall give prompt notice thereof to the Lenders; provided that, except as expressly set forth
in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity.


 


10.10.     Rights
as a Lender.  In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights
and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise
the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at
any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in
its individual capacity.  The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person.


 


10.11.     Lender
Credit Decision, Legal Representation.  


 


(a)          Each
Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender
and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the other Loan Documents.  Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents. Except for any notice, report, document or other
information expressly required to be furnished to the Lenders by the Administrative Agent or Arranger hereunder, neither the Administrative
Agent nor the Arranger shall have any duty or responsibility (either initially or on a continuing basis) to provide any Lender
with any notice, report, document, credit information or other information concerning the affairs, financial condition or business
of the Borrower or any of its Affiliates that may come into the possession of the Administrative Agent or Arranger (whether or
not in its capacity as Administrative Agent or Arranger) or any of its Affiliates.


 


(b)          Each
Lender further acknowledges that it has had the opportunity to be represented by legal counsel in connection with its execution
of this Agreement and the other Loan Documents, that it has made its own evaluation of all applicable laws and regulations relating
to the transactions contemplated hereby, and that the counsel to the Administrative Agent represents only the Administrative Agent
and not the Lenders in connection with this Agreement and the transactions contemplated hereby.


 




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10.12.         Successor
Administrative Agent.  The Administrative Agent may resign at any time
by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after the retiring Administrative
Agent gives notice of its intention to resign.  Upon any such resignation, the Required Lenders shall have the right
to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent.  If no successor Administrative
Agent shall have been so appointed by the Required Lenders within fifteen (15) days after the resigning Administrative Agent’s
giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent.  Notwithstanding the previous sentence, the Administrative Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor
Administrative Agent hereunder.  If the Administrative Agent has resigned and no successor Administrative Agent has
been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders.  No
successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted
the appointment.  Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the resigning Administrative Agent.  Upon the effectiveness of the resignation of the Administrative Agent,
the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents.  After
the effectiveness of the resignation of an Administrative Agent, the provisions of this Article X shall continue in effect for
the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents.  In the event that there is a successor to the Administrative
Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12,
then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate
of the new Administrative Agent.


 


10.13.         Administrative
Agent and Arranger Fees.  The Borrower agrees to pay to the
Administrative Agent and the Arranger the fees agreed to by the Borrower, the Administrative Agent and the Arranger pursuant
to any certain letter agreement between the Administrative Agent and the Borrower (the “Fee Letter”), or as
otherwise agreed from time to time.


 


10.14.         Delegation
to Affiliates.  The Borrower and the Lenders agree that the Administrative
Agent may delegate any of its duties under this Agreement to any of its Affiliates.  Any such Affiliate (and such Affiliate’s
directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same
benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles
IX and X.


 


10.15.         Execution
of Collateral Documents.  The Lenders hereby empower and authorize the
Administrative Agent to execute and deliver to the Borrower on their behalf the Collateral Documents and all related financing
statements and any financing statements, agreements, documents or instruments as shall be necessary or appropriate to effect the
purposes of the Collateral Documents.


 


10.16.         Collateral
Releases.  The Lenders hereby empower and authorize the Administrative
Agent to execute and deliver to the Borrower on their behalf any agreements, documents or instruments as shall be necessary or
appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any other Loan Document or
which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 8.3, all of the Lenders)
in writing.


 




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10.17.         Documentation
Agent.  Neither any of the Lenders identified in this Agreement as a “co-agent”
nor the Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such.  Without limiting the foregoing, none of such Lenders shall have or be
deemed to have a fiduciary relationship with any Lender.  Each Lender hereby makes the same acknowledgments with respect
to such Lenders as it makes with respect to the Administrative Agent in Section 10.11.


 


10.18.         No
Advisory or Fiduciary Responsibility.  In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of
any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement
provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand,
and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks
and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders is and has
been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no
Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its
Affiliates, and no Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates.  To
the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.


 


ARTICLE
XI



SETOFF; RATABLE PAYMENTS


 


11.1.          Setoff.  The
Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances,
whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such
Lender (the “Deposits”) to secure the Obligations.  In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, Borrower
authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether
or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral,
guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that
any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuer,
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable
detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.


 


11.2.          Ratable
Payments.  If any Lender, whether by setoff or otherwise, has payment made to
it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion
than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding
Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate
Outstanding Credit Exposure.  If any Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff,
such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral
or other protection ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure.  In
case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.


 




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ARTICLE
XII



BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


 


12.1.       Successors
and Assigns.  The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns permitted hereby,
except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents without the
prior written consent of each Lender, (ii) any assignment by any Lender must be made in compliance with Section 12.3, and (iii)
any transfer by participation must be made in compliance with Section 12.2.  Any attempted assignment or transfer by
any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is
treated as a participation in accordance with the terms of this Agreement.  The parties to this Agreement acknowledge
that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments
creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of
its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a Fund, any pledge
or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations
to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release
the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of
Section 12.3.  The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner
thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Administrative
Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds
any Note to direct payments relating to such Loan or Note to another Person.  Any assignee of the rights to any Loan
or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents.  Any
request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the
owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder or assignee of the rights to such Loan.


 


12.2.       Participations.


 


(a)          Permitted
Participants; Effect.  Any Lender may at any time sell to one or more entities (“Participants”) participating
interests in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender
or any other interest of such Lender under the Loan Documents.  In the event of any such sale by a Lender of participating
interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner
of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan
Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under the Loan Documents.


 




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(b)          Voting
Rights.  Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Loan Documents provided that each such Lender may agree in its participation
agreement with its Participant that such Lender will not vote to approve any amendment, modification or waiver with respect to
any Outstanding Credit Exposure or Commitment in which such Participant has an interest which would require consent of all of the
Lenders pursuant to the terms of Section 8.3 or of any other Loan Document.


 


(c)          Benefit
of Certain Provisions.  The Borrower agrees that each Participant shall be deemed to have the right of setoff provided
in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to
each Participant.  The Lenders agree to share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.  The Borrower
further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 9.6 and 9.10 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a
Participant shall not be entitled to receive any greater payment under Section 3.1 or 3.2 than the Lender who sold the participating
interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest
to such Participant is made with the prior written consent of the Borrower, and (ii) a Participant shall not be entitled to receive
any greater payment under Section 3.5 than the Lender who sold the participating interest to such Participant would have received
had it retained such interest for its own account (A) except to the extent such entitlement to receive a greater payment results
from a change in treaty, law or regulation (or any change in the interpretation or administration thereof by any Governmental Authority)
that occurs after the Participant acquired the applicable participation and (B), in the case of any Participant that would be a
Non-U.S. Lender if it were a Lender, such Participant agrees to comply with the provisions of Section 3.5 to the same extent as
if it were a Lender (it being understood that the documentation required under Section 3.5(f) shall be delivered to the participating
Lender).  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's
interest in any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents) to any
Person except to the extent that such disclosure is necessary to establish that such Outstanding Credit Exposure, any Note, any
Commitment or any other obligations under the Loan Documents is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 




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12.3.       Assignments.


 


(a)          Permitted
Assignments.  Any Lender may at any time assign to one or more Eligible Assignees (“Purchasers”) all
or any part of its rights and obligations under the Loan Documents.  Such assignment shall be substantially in the form
of Exhibit C or in such other form reasonably acceptable to the Administrative Agent as may be agreed to by the parties
thereto.  Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved
Fund shall either be in an amount equal to the entire applicable Commitment and Outstanding Credit Exposure of the assigning Lender
or (unless each of the Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000.  The
amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (if the Commitment has been terminated)
subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade
Date” is specified in the assignment.


 


(b)          Consents.  The
consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate
of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of Default
has occurred and is continuing; provided further that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having
received notice thereof.  The consent of the Administrative Agent shall be required prior to an assignment becoming effective
unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund.  The consent of each of the LC Issuer
and the Swing Line Lender shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser
is a Lender with a Commitment.  Any consent required under this Section 12.3(b) shall not be unreasonably withheld or
delayed.


 


(c)          Effect;
Assignment Effective Date.  Upon (i) delivery to the Administrative Agent of an assignment, together with any consents
required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment
(unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified
in such assignment.  The assignment shall contain a representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes
“plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents
will not be “plan assets” under ERISA.  On and after the effective date of such assignment, such Purchaser
shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original
party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned
to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent.  In
the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of
this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with Section 12.2.  Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor
Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced
by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender
and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting
their respective Commitments, as adjusted pursuant to such assignment.


 




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(d)          Register.  The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United
States of America, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender,
and participations of each Lender in Facility LCs, pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary.  The Register shall be available for inspection by the Borrower and each Lender at any reasonable
time and from time to time upon reasonable prior notice.


 


(e)          Dissemination
of Information.  The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person
acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee
any and all information in such Lender’s possession; provided that each Transferee and prospective Transferee agrees
to be bound by Section 9.11 of this Agreement.


 


ARTICLE
XIII



NOTICES


 


13.1.       Notices;
Effectiveness; Electronic Communication.


 


(a)          Notices
Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:


 


(i)          if
to the Borrower, to it at 4826 Hunt Street, Pryor, Oklahoma 74361, Attention: Keith R. Schroeder, Facsimile: 918-824-4660;


 


(ii)         if
to the Administrative Agent, to it at U.S. Bank, 7th & Washington Streets, SL-MO-T12M, St. Louis, Missouri 63101,
Attention: Shawn Graves, Facsimile: 314-418-3571.  


 


(iii)        if
to the LC Issuer or U.S. Bank, to U.S. Bank, 9900 W. 87th Street, Overland Park, Kansas 66212, Attention: Michael Gloviak,
Facsimile: 913-652-5122;


 


(iv)        if
to another Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices delivered
through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph
(b).


 




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(b)          Electronic
Communications.  Notices and other communications to the Lenders and the LC Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the
Administrative Agent or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply
to notices to any Lender or the LC Issuer pursuant to Article II if such Lender or the LC Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative
Agent or the Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it or as it otherwise determines, provided that such determination or
approval may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not given
during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening
of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor.


 


(c)          Change
of Address, Etc.  Any party hereto may change its address or facsimile number for notices and other communications
hereunder by notice to the other parties hereto given in the manner set forth in this Section 13.1.


 


ARTICLE
XIV



COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION


 


14.1.          Counterparts;
Effectiveness.  This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract.  Except as provided in Article IV, this Agreement shall become effective when it shall
have been executed by the Administrative Agent, and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.


 


14.2.          Electronic
Execution of Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in any assignment and assumption agreement shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other state
laws based on the Uniform Electronic Transactions Act.


 


ARTICLE
XV



CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


 


15.1.          CHOICE
OF LAW.   THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS
CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS)
OF THE STATE OF OKLAHOMA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


 




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15.2.          CONSENT
TO JURISDICTION.   THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN OKLAHOMA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN
SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE LC
ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN OKLAHOMA.


 


15.3.          WAIVER
OF JURY TRIAL.   THE BORROWER, THE ADMINISTRATIVE AGENT, THE LC
ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.


 


[Signature Pages Follow]


  




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IN WITNESS WHEREOF,
the Borrower, the Lenders, the LC Issuer and the Administrative Agent have executed this Agreement as of the date first above written.


 


	 	ORCHIDS PAPER PRODUCTS COMPANY,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Keith R. Schroeder
	 	 	Keith R. Schroeder
	 	 	Chief Financial Officer


 


The undersigned hereby agrees to be bound by the terms of those
certain representations, warranties, covenants and other terms set forth in Exhibit H attached hereto, which by their
terms are applicable to Orchids South Carolina:


 


ORCHIDS PAPER PRODUCTS COMPANY





OF SOUTH CAROLINA, a Delaware corporation


 


	By:	/s/ Keith R. Schroeder	 
	 	Keith R. Schroeder, Chief Financial Officer 	 


 


Signature Page to 


Second Amended and Restated Credit Agreement


 




    	 



    	 



    




 








	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender, as LC Issuer, as Swing Line Lender and 
	 	as Administrative Agent







 





	 	By:	/s/ Michael Gloviak
	 	 	Michael Gloviak
	 	 	Assistant Vice President







 


Signature Page to 


Second Amended and Restated Credit Agreement


 




    	 



    	 



    




 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Kristin Bohanan
	 	Name:	Kristin Bohanan 
	 	Title:	Commercial Banker


  


Signature Page to 


Second Amended and Restated Credit Agreement


 




    	 



    	 



    

  


	 	SUNTRUST BANK, as a Lender
	 	 	 
	 	By:	/s/ Lisa Garling
	 	Name:	Lisa Garling 
	 	Title:	Director


 


Signature Page to 


Second Amended and Restated Credit Agreement


 




    	 



    	 



    

  


	 	FIRST TENNESSEE BANK, as a Lender
	 	 	 
	 	By:	/s/ Robert Nieman
	 	Name:	Robert Nieman 
	 	Title:	Senior Vice President


 


Signature Page to 


Second Amended and Restated Credit Agreement


 




    	 



    	 



    




 


PRICING SCHEDULE


 


	Applicable
 Margin
	 	Level I 
 Status
	 	 	Level II 
 Status
	 	 	Level III
 Status
	 	 	Level IV
 Status
	 	 	Level V 
 Status
	 
	Eurocurrency Rate	 	 	1.25%		 	 	1.50%		 	 	1.75%		 	 	2.25%		 	 	2.50%	
	Base Rate	 	 	0.00%		 	 	0.00%		 	 	0.00%		 	 	0.00%		 	 	0.25%	




 


	Applicable
    Fee

    Rate	 	Level
    I 
 Status	 	 	Level
    II Status	 	 	Level
    III Status	 	 	Level
    IV Status	 	 	Level
    V Status	 
	Commitment Fee	 	 	0.15%		 	 	0.20%		 	 	0.25%		 	 	0.30%		 	 	0.35%	



 


For the purposes of
this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:


 


“Financials”
means the annual or quarterly financial statements of the Borrower delivered pursuant to Section 6.1(a) or (b).


 


“Level I Status”
exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is less than 1.00 to 1.00.


 


“Level II Status”
exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is less than 2.00 to 1.00.


 


“Level III Status”
exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is less than 3.00 to 1.00.


 


“Level IV Status”
exists at any date if the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Leverage
Ratio is less than 3.50 to 1.00.


 


“Level V Status”
exists at any date if the Borrower has not qualified for Level I Status, Level II Status, Level III or Level IV Status.


 


“Status”
means either Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.


 


The Applicable Margin
and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as reflected
in the then most recent Financials.  Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective
from and after the first day of the first fiscal month immediately following the date on which the delivery of such Financials
is required until the first day of the first fiscal month immediately following the next such date on which delivery of such Financials
of the Borrower and its Subsidiaries is so required.  If the Borrower fails to deliver the Financials to the Administrative
Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable
Margin and Applicable Fee Rate set forth in the foregoing table until five (5) days after such Financials are so delivered.  


 


Notwithstanding the
foregoing, Level ii Status shall be deemed to be applicable until the Administrative
Agent’s receipt of the applicable Financials for the Borrower’s first fiscal quarter ending after the Effective Date,
and adjustments to the Status then in effect shall thereafter be effected in accordance with the preceding paragraph.