Exhibit 10.2 





EXECUTION VERSION

 


AMENDMENT
AND RESTATEMENT AGREEMENT


 


This AMENDMENT AND RESTATEMENT
AGREEMENT, dated as of June 8, 2020 (this “Agreement”), by and among Douglas Dynamics, Inc. (“Holdings”),
Douglas Dynamics, L.L.C. (the “Company” or the “Borrower”), Douglas Dynamics Finance Company
(“DD Finance”), Fisher, LLC (“Fisher”), Trynex International LLC (“Trynex”),
Henderson Enterprises Group, Inc. (the survivor of a merger with DDIZ Acquisition, Inc.) (“HEG”), Henderson
Products, Inc. (“HPI”) and Dejana Truck & Utility Equipment Company, LLC (“Dejana” and,
together with Holdings, DD Finance, Fisher, Trynex, HEG and HPI, each a “Guarantor” and collectively, the “Guarantors”),
JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), the Requisite Lenders
and the 2020 Additional Term B Lenders (as defined below) party hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
is party to that certain Amended and Restated Credit and Guaranty Agreement dated as of December 31, 2014 (as amended, amended
and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Term Loan Credit
Agreement”), among the Borrower, the guarantors party thereto, the lenders from time to time party thereto (the “Lenders”),
the Administrative Agent, the Collateral Agent and certain other parties from time to time party thereto;


 


WHEREAS, the Borrower
has requested that (i) the outstanding Term Loans under the Existing Term Loan Credit Agreement be refinanced with a new class
of term loans by obtaining Additional Term Loan Commitments (the “2020 Term B Commitments”) and (ii) the Existing
Term Loan Credit Agreement be amended and restated in its entirety substantially concurrently with, but immediately following,
the initial funding under the 2020 Additional Term B Commitments (as defined in Exhibit A) and the conversion of 2020 Existing
Term Loans to 2020 Term B Loans, in each case, on the terms and subject to the conditions set forth herein;


 


WHEREAS, Section 10.5(a)
of the Existing Term Loan Credit Agreement provides that the relevant Credit Parties and the Requisite Lenders may amend the Existing
Term Loan Credit Agreement and the other Credit Documents for certain purposes;


 


WHEREAS, (i) each 2020
Amendment Consenting Lender (as defined in Exhibit A) has agreed, on the terms and conditions set forth herein, to have
up to all of its outstanding Term Loans converted into a like principal amount of 2020 Term B Loans (as defined in Exhibit A)
effective as of the Restatement Effective Date (as defined below), and (ii) each 2020 Additional Term B Lender (as defined in Exhibit
A) has agreed to provide a 2020 Additional Term B Commitment in a principal amount set forth on Schedule I, the proceeds
of which shall be applied to effect the Refinancing (as defined in Exhibit A);


 


WHEREAS, JPMorgan Chase
Bank, N.A. and CIBC World Markets Corp. are the joint lead arrangers and joint bookrunners for the 2020 Additional Term B Loans
(as defined in Exhibit A);


 


WHEREAS, the Borrower
has requested that in connection with the Refinancing and after giving effect to the 2020 Term B Commitments, the Requisite Lenders
agree (the “Required Approvals”) to amend and restate the Existing Term Loan Credit Agreement in its entirety
as set forth herein;


 









     


     


    

 


WHEREAS, the Requisite
Lenders, on the terms and conditions set forth herein, are willing to provide the Required Approvals and agree to the amendment
and restatement of the Existing Term Loan Credit Agreement as set forth herein;


 


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


 


I. DEFINED TERMS


 


Terms defined in the
Existing Term Loan Credit Agreement and not (x) defined herein or (y) expressly stated to be as defined in Exhibit A,
in each case, are used herein as defined therein. If any term is expressly stated to be as defined in Exhibit A, unless
the context shall otherwise require, such term shall have such definition for purposes of each instance in which such term is used
in this Agreement.


 


II. 2020 TERM B LOANS;
AMENDMENT AND RESTATEMENT OF THE EXISTING TERM LOAN CREDIT AGREEMENT


 


(a)           Effective
as of the Restatement Effective Date (i) each existing Lender that executes and delivers a 2020 Consenting Lender Addendum (as
defined in Exhibit A) (each such Lender, a “2020 Converting Term Lender”) consents to this Agreement
and agrees to continue all of its 2020 Existing Term Loans (as defined in Exhibit A) outstanding immediately before giving
effect to this Agreement as 2020 Term B Loans on the Restatement Effective Date in Dollars in a principal amount equal to such
2020 Converting Term Lender’s 2020 Existing Term Loans (or such lesser amount as notified to such 2020 Converting Term Lender
by JPMorgan prior to the Restatement Effective Date) and (ii) each 2020 Additional Term B Lender hereby agrees to provide to the
Borrower a 2020 Additional Term B Commitment and agrees to make 2020 Additional Term B Loans in Dollars in a single borrowing
on the Restatement Effective Date in accordance with the Amended and Restated Term Loan Credit Agreement and consents to this
Agreement. For purposes hereof, each 2020 Additional Term B Lender shall become (or continue to be, as applicable) a party to
the Amended and Restated Term Loan Credit Agreement as a Lender as of the Restatement Effective Date by executing and delivering
to the Administrative Agent, on or prior to the Restatement Effective Date, a Lender Addendum (Additional Term Lender) in the
form attached hereto (a “Lender Addendum (Additional Term Lender)”) in its capacity as a Lender. For the avoidance
of doubt, the 2020 Existing Term Loans of a 2020 Converting Term Lender must be continued in whole (or such lesser amount as notified
to such Lender by JPMorgan prior to the Restatement Effective Date) and may not be continued in part.


 


(b)           The
continuation of 2020 Converted Term Loans may be implemented pursuant to other procedures specified by JPMorgan, including by
repayment of 2020 Converted Term Loans of a 2020 Converting Term Lender followed by a subsequent assignment to it of 2020 Term
B Loans in the same amount.


 


(c)           The
parties hereto agree that on the Restatement Effective Date, the Second Amended and Restated Term Loan Credit Agreement attached
hereto as Exhibit A (the “Amended and Restated Term Loan Credit Agreement”) shall replace the Existing
Term Loan Credit Agreement and the exhibits and schedules attached to the Amended and Restated Term Loan Credit Agreement shall
replace the exhibits and schedules existing prior to the Restatement Effective Date.


 









    	 	2	 



     


    

 


III. EFFECT ON THE CREDIT DOCUMENTS; REAFFIRMATION


 


(a)           Except
as expressly provided herein, all of the terms and provisions of the Credit Documents are and shall remain in full force and effect.
This Agreement shall constitute a Credit Document for all purposes of the Amended and Restated Term Loan Credit Agreement and
the other Credit Documents. To the extent required by the Existing Term Loan Credit Agreement or the Amended and Restated Term
Loan Credit Agreement, the Borrower and the Administrative Agent hereby consent to each 2020 Additional Term B Lender becoming
a Lender under the Existing Term Loan Credit Agreement and the Amended and Restated Term Loan Credit Agreement on the Restatement
Effective Date.


 


(b)           The
execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents.


 


(c)           On
the Restatement Effective Date, the Existing Term Loan Credit Agreement is hereby amended and restated in its entirety.


 


(d)           By signing this Agreement, each Credit Party hereby confirms that (i) its obligations and liabilities under the Existing
Term Loan Credit Agreement as modified hereby (including with respect to the 2020 Term B Loans contemplated by this Agreement)
and the other Credit Documents to which it is a party remain in full force and effect on a continuous basis after giving effect
to this Agreement and nothing in this Agreement or the Amended and Restated Term Loan Credit Agreement shall be deemed to be a
novation of any of the Obligations as defined in the Existing Term Loan Credit Agreement, (ii) the Secured Parties remain entitled
to the benefits of the Guaranty and the security interests set forth or created in the Collateral Documents and the other Credit
Documents, (iii) notwithstanding the effectiveness of the terms hereof, the Collateral Documents and the other Credit Documents
are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (iv) from and
after the Restatement Effective Date, each reference to the “Agreement”, “Credit Agreement” or other reference
originally applicable to the Existing Term Loan Credit Agreement contained in any Credit Document shall be a reference to Amended
and Restated Term Loan Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time. Each Credit
Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each Credit Document
to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance
of the Obligations as increased hereby and by the Amended and Restated Term Loan Credit Agreement. Notwithstanding any provision
of this Agreement or any other Credit Document or instrument executed in connection herewith, the execution and delivery of this
Agreement and the incurrence of Obligations hereunder and under the Amended and Restated Term Loan Credit Agreement shall be in
substitution for, but not in payment of, the Obligations owed by the Credit Parties under the Existing Term Loan Credit Agreement.


 


IV. CONDITIONS


 


This Agreement and the
amendment and restatement of the Existing Term Loan Credit Agreement as provided herein shall become effective on the date of satisfaction
of the following conditions precedent (such date, the “Restatement Effective Date”):


 


(a)           The
Administrative Agent shall have received an executed signature page (which, subject to Section VI(c), may include any
Electronic Signatures transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an image of an
actual executed signature page) to this Agreement from (i) each applicable Credit Party, (ii) the Administrative Agent, (iii)
each 2020 Additional Term B Lender (in the form of a Lender
Addendum (Additional Term Lender)) and each 2020 Converting Term Lender (in the form of a 2020 Consenting Lender Addendum) and
(iv) Lenders constituting the Requisite Lenders (in the form of a 2020 Consenting Lender Addendum and/or a Lender Addendum (Additional
Term Lender)).


 









    	 	3	 



     


    

 


(b)           The
Administrative Agent shall have received the written consent of the Required ABL Lenders (as defined in the Intercreditor Agreement)
to this Agreement or to the Intercreditor Agreement (as defined in Exhibit A).


 


(c)           Each condition set forth in Section 3.1 of the Amended and Restated Term Loan Credit Agreement shall have been satisfied.


 


Each 2020 Term B Lender,
by delivering its signature page to this Agreement (in the form of a 2020 Consenting Lender Addendum and/or a Lender Addendum (Additional
Term Lender)) and providing its, or continuing its 2020 Existing Term Loans as, as applicable, 2020 Term B Loans on the Restatement
Effective Date shall be deemed to have acknowledged receipt of and consented to and approved each Credit Document and each other
document required to be approved by the Administrative Agent or any Lender, as applicable, on the Restatement Effective Date.


 


SECTION V. EXPENSES


 


The Borrower agrees to
pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with
the preparation and delivery of this Agreement, including, without limitation, the reasonable and invoiced fees, charges and disbursements
of one counsel in each applicable jurisdiction to the Administrative Agent.


 


SECTION VI. MISCELLANEOUS


 


(a)           This
Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York without regard to conflict of law principles thereof that would result in the
application of the laws of another jurisdiction.


 


(b)           EACH
OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT,
WHICH EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION OF THIS AGREEMENT AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AGREEMENTS, SUPPLEMENTS OR MODIFICATIONS HERETO OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


 






    	 	4	 



     


    

 


(c)           This
Agreement (including any 2020 Consenting Lender Addendum and/or a Lender Addendum (Additional Term Lender)) may
be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all of such counterparts
together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of (x) this
Agreement (including any 2020 Consenting Lender Addendum and/or a Lender Addendum (Additional Term Lender)) and/or
(y) any document or certificate related to this Agreement and/or the transactions contemplated hereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of
this Agreement or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement
and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic
form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any
form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting
the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent
and each of the Lenders (as defined in Exhibit A) shall be entitled to rely on such Electronic Signature purportedly given
by or on behalf of the Borrower or any other Credit Party (as defined in Exhibit A) without further verification thereof
and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the
Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without
limiting the generality of the foregoing, the Borrower and each Credit Party hereby (i) agrees that, for all purposes, including
without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation
among the Administrative Agent, the Lenders, the Borrower and the Credit Parties, Electronic Signatures transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or
any electronic images of this Agreement and/or any Ancillary Document shall have the same legal effect, validity and enforceability
as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of
this Agreement and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created
in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper
record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement
and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement and/or such Ancillary Document,
respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related
Person (as defined in Exhibit A) for any Liabilities (as
defined in Exhibit A) arising solely from the Administrative Agent’s and/or any Lender’s reliance on
or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed
signature page, including any Liabilities arising as a result of the failure of the
Borrower and/or any Credit Party to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature. “Electronic Signature” means an electronic sound, symbol, or process
attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept
such contract or record.


 






    	 	5	 



     


    

 


	 	DOUGLAS DYNAMICS, INC.
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


	 	DOUGLAS DYNAMICS, L.L.C.
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


	 	DOUGLAS DYNAMICS FINANCE COMPANY
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


	 	FISHER, LLC
	 	 
	 	 
	 	By:	Douglas Dynamics, L.L.C.
	 	Its:	Sole Member
	 	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


	 	TRYNEX INTERNATIONAL LLC
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


	 	HENDERSON ENTERPRISES GROUP, INC.
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer 





 


[Signature Page to Amendment and Restatement
Agreement]


 






    	 		 



     


    

 


	 	HENDERSON PRODUCTS, INC.
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


	 	DEJANA TRUCK & UTILITY EQUIPMENT COMPANY, LLC
	 	 
	 	 
	 	By:	/s/ Robert J. Young
	 	 	Name: Robert J. Young
	 	 	Title: Vice President and Treasurer


 


[Signature Page to Amendment and Restatement
Agreement]


 






    	 		 



     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent
	 	 
	 	 
	 	by	/s/ Andrew Finemore
	 	 	Name: Andrew Finemore
	 	 	Title: Vice President


 


[Signature Page to Amendment and Restatement
Agreement]


 









    	 		 



     


    

 


CONSENTING LENDER ADDENDUM TO THE

AMENDMENT AND RESTATEMENT AGREEMENT

DATED AS OF JUNE ___, 2020


 


This Consenting Lender
Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment and Restatement
Agreement (the “Agreement”) dated as of June ___, 2020 in respect of the Amended and Restated Credit and
Guaranty Agreement (as amended, modified or supplemented prior to the date hereof, the “Existing Term Loan Credit Agreement”;
the Existing Term Loan Credit Agreement as amended and restated pursuant to the Agreement, the “Amended and Restated Term
Loan Credit Agreement”), by and among Douglas Dynamics, Inc. (“Holdings”), Douglas Dynamics, L.L.C.
(the “Company” or the “Borrower”), Douglas Dynamics Finance Company (“DD Finance”),
Fisher, LLC (“Fisher”), Trynex International LLC (“Trynex”), Henderson Enterprises Group,
Inc. (the survivor of a merger with DDIZ Acquisition, Inc.) (“HEG”), Henderson Products, Inc. (“HPI”)
and Dejana Truck & Utility Equipment Company, LLC (“Dejana” and, together with Holdings, DD Finance, Fisher,
Trynex, HEG and HPI, each a “Guarantor” and collectively, the “Guarantors”), JPMorgan Chase
Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”)
and as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders and other Persons party
hereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Agreement
and the Amended and Restated Term Loan Credit Agreement, as applicable.


 


By executing this Lender
Addendum, the undersigned institution hereby consents to the Agreement and the Amended and Restated Term Loan Credit Agreement
and on the terms and subject to the conditions set forth in the Agreement and the Amended and Restated Term Loan Credit Agreement,
agrees to continue all of its 2020 Existing Term Loans outstanding immediately before giving effect to the Agreement as 2020 Term
B Loans under the Amended and Restated Term Loan Credit Agreement in a principal amount equal to the 2020 Existing Term Loans of
such 2020 Converting Term Lender (or the portion thereof as it is allocated by the Administrative Agent and notified to the undersigned
on or prior to the Restatement Effective Date), pursuant to a cashless roll on the Restatement Effective Date (as defined in the
Agreement).


 


If your institution
is an existing Lender under the Existing Term Loan Credit Agreement but does not wish to convert all of its outstanding 2020 Existing
Term Loans to 2020 Term B Loans pursuant to a cashless roll, please do not submit this Consenting Lender Addendum signature page.
If your institution wishes to provide a commitment for 2020 Term B Loans but not pursuant to a cashless roll, please contact your
JPMorgan sales desk representative with respect to such commitment.


 


	 	 
	Name of Institution:	                                                                                                                                                                                             
	 	 


 


	 	 
	By:	                                                                                                                	 
	 	Name:	 
	 	Title:	 
	 	 	 
	For any institution requiring a second signature line:	 
	 	 	 
	By:	                                                                                                                	 
	 	Name:	 
	 	Title:	 
	 	 	 


 






    	 		 



     


    

 


LENDER ADDENDUM (ADDITIONAL TERM LENDER)
TO THE


AMENDMENT AND RESTATEMENT AGREEMENT


DATED AS OF JUNE ___, 2020


 


This Lender Addendum
(Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment
and Restatement Agreement (the “Agreement”) dated as of June ___, 2020 in respect of the Amended and Restated
Credit and Guaranty Agreement (as amended, modified or supplemented prior to the date hereof, the “Existing Term Loan
Credit Agreement”; the Existing Term Loan Credit Agreement as amended and restated pursuant to the Agreement, the “Amended
and Restated Term Loan Credit Agreement”), by and among Douglas Dynamics, Inc. (“Holdings”), Douglas
Dynamics, L.L.C. (the “Company” or the “Borrower”), Douglas Dynamics Finance Company (“DD
Finance”), Fisher, LLC (“Fisher”), Trynex International LLC (“Trynex”), Henderson
Enterprises Group, Inc. (the survivor of a merger with DDIZ Acquisition, Inc.) (“HEG”), Henderson Products,
Inc. (“HPI”) and Dejana Truck & Utility Equipment Company, LLC (“Dejana” and, together
with Holdings, DD Finance, Fisher, Trynex, HEG and HPI, each a “Guarantor” and collectively, the “Guarantors”),
JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders and other
Persons party hereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in
the Agreement and the Amended and Restated Term Loan Credit Agreement, as applicable.


 


Upon execution and delivery
of this Lender Addendum by the undersigned, the undersigned hereby:


 


(A) consents to the Agreement
and the Amended and Restated Term Loan Credit Agreement and acknowledges that it will become (or continue to be, as applicable)
a party to the Amended and Restated Credit Agreement as of the Restatement Effective Date as a Lender; and


 


(B) agrees to provide
on the Restatement Effective Date, a 2020 Additional Term B Commitment, and agrees to make a 2020 Additional Term B Loan in Dollars
on the Restatement Effective Date in the amount set forth on Schedule I under the heading “2020 Additional Term B
Commitment Funding Amount”.


 





	 	 
	Name of Institution:	JPMorgan Chase Bank, N.A.                                                                                                                                                      
	 	 


 


	 	 
	By:	                                                                                                                	 
	 	Name:	 
	 	Title:	 
	 	 	 
	For any institution requiring a second signature line:	 
	 	 	 
	By:	                                                                                                                	 
	 	Name:	 
	 	Title:	 
	 	 	 


 






    	 		 



     


    

 





Schedule I


 


	2020 Additional Term B Lender	 	2020 Additional Term B Commitment Funding 

Amount	 
	JPMorgan Chase Bank, N.A.	 	$	162,111,341.41	 



 









     


     


    




Exhibit A


 


Second Amended and
Restated Credit Agreement


 


[See Attached]


 






     


     


    

EXECUTION VERSION


 


Exhibit A


 


SECOND AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT


 


dated as of June 8, 2020,


 


among


 


DOUGLAS DYNAMICS, L.L.C.,


 


as Borrower,


 


DOUGLAS DYNAMICS, INC.,

DOUGLAS DYNAMICS FINANCE COMPANY,

FISHER, LLC,

TRYNEX INTERNATIONAL LLC,

HENDERSON ENTERPRISES GROUP, INC.,

HENDERSON PRODUCTS, INC. and

DEJANA TRUCK & UTILITY EQUIPMENT COMPANY, LLC


 


as Guarantors,


 


THE BANKS AND FINANCIAL INSTITUTIONS
LISTED HEREIN,

as Lenders,


 


JPMORGAN CHASE BANK, N.A. and CIBC
WORLD MARKETS CORP.,

as Joint Bookrunners and Joint Lead Arrangers,


 


JPMORGAN CHASE BANK, N.A.,

as Collateral Agent and Administrative Agent,


 


and


 


CIBC WORLD MARKETS CORP.,

as Syndication Agent


 


 



 


Senior Secured Term Loan Facility


 





 



 






     


     


    

 





TABLE OF
CONTENTS


 





 




	 	 	 	Page	 
	 	SECTION 1.	 	 	 DEFINITIONS AND INTERPRETATION	 	 	1	 
	 	1.1	 	 	Definitions	 	 	1	 
	 	1.2	 	 	Accounting Terms	 	 	41	 
	 	1.3	 	 	Interpretation, etc.	 	 	42	 
	 	1.4	 	 	Divisions	 	 	43	 
	 	SECTION 2.	 	 	LOANS	 	 	43	 
	 	2.1	 	 	Term Loans	 	 	43	 
	 	2.2	 	 	[Reserved]	 	 	43	 
	 	2.3	 	 	[Reserved]	 	 	43	 
	 	2.4	 	 	Pro Rata Shares; Availability of Funds	 	 	43	 
	 	2.5	 	 	Use of Proceeds	 	 	44	 
	 	2.6	 	 	Evidence of Debt; Lenders’ Books and Records; Notes	 	 	44	 
	 	2.7	 	 	Interest on Loans	 	 	45	 
	 	2.8	 	 	Conversion/Continuation	 	 	46	 
	 	2.9	 	 	Default Interest	 	 	47	 
	 	2.10	 	 	Fees	 	 	47	 
	 	2.11	 	 	Scheduled Term Loan Payments	 	 	47	 
	 	2.12	 	 	Voluntary Prepayments	 	 	48	 
	 	2.13	 	 	Mandatory Prepayments	 	 	48	 
	 	2.14	 	 	Application of Prepayments/Reductions	 	 	51	 
	 	2.15	 	 	General Provisions Regarding Payments	 	 	52	 
	 	2.16	 	 	[Reserved]	 	 	53	 
	 	2.17	 	 	Making or Maintaining Eurodollar Rate Loans	 	 	53	 
	 	2.18	 	 	Increased Costs; Capital Adequacy	 	 	56	 
	 	2.19	 	 	Taxes; Withholding, etc.	 	 	57	 
	 	2.20	 	 	Obligation to Mitigate	 	 	61	 
	 	2.21	 	 	Soft-Call Premium	 	 	61	 
	 	2.22	 	 	Removal or Replacement of a Lender	 	 	62	 
	 	2.23	 	 	Incremental Term Loans	 	 	63	 
	 	SECTION 3.	 	 	CONDITIONS PRECEDENT	 	 	65	 
	 	3.1	 	 	Restatement Effective Date	 	 	65	 
	 	3.2	 	 	Notices	 	 	67	 
	 	SECTION 4.	 	 	REPRESENTATIONS AND WARRANTIES	 	 	67	 
	 	4.1	 	 	Organization; Requisite Power and Authority; Qualification	 	 	67	 




 






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	 	4.2	 	 	Capital Stock and Ownership	 	 	67	 
	 	4.3	 	 	Due Authorization	 	 	68	 
	 	4.4	 	 	No Conflict	 	 	68	 
	 	4.5	 	 	Governmental Consents	 	 	68	 
	 	4.6	 	 	Binding Obligation	 	 	68	 
	 	4.7	 	 	Financial Condition	 	 	68	 
	 	4.8	 	 	Projections	 	 	69	 
	 	4.9	 	 	No Material Adverse Change	 	 	69	 
	 	4.10	 	 	No Restricted Payments	 	 	69	 
	 	4.11	 	 	Litigation; Adverse Facts	 	 	69	 
	 	4.12	 	 	Payment of Taxes	 	 	69	 
	 	4.13	 	 	Properties	 	 	70	 
	 	4.14	 	 	Environmental Matters	 	 	71	 
	 	4.15	 	 	No Defaults	 	 	71	 
	 	4.16	 	 	Governmental Regulation	 	 	71	 
	 	4.17	 	 	Margin Regulations	 	 	71	 
	 	4.18	 	 	Employee Matters	 	 	72	 
	 	4.19	 	 	Employee Benefit Plans	 	 	72	 
	 	4.20	 	 	Certain Fees	 	 	73	 
	 	4.21	 	 	Solvency	 	 	73	 
	 	4.22	 	 	Collateral	 	 	73	 
	 	4.23	 	 	Disclosure	 	 	74	 
	 	4.24	 	 	Deposit Accounts	 	 	74	 
	 	4.25	 	 	Use of Proceeds	 	 	74	 
	 	4.26	 	 	Anti-Corruption Laws and Sanctions	 	 	74	 
	 	4.27	 	 	EEA Financial Institutions	 	 	74	 
	 	SECTION 5.	 	 	AFFIRMATIVE COVENANTS	 	 	74	 
	 	5.1	 	 	Financial Statements and Other Reports	 	 	74	 
	 	5.2	 	 	Existence	 	 	78	 
	 	5.3	 	 	Payment of Taxes and Claims	 	 	78	 
	 	5.4	 	 	Maintenance of Properties	 	 	78	 
	 	5.5	 	 	Insurance	 	 	78	 
	 	5.6	 	 	Inspections	 	 	79	 
	 	5.7	 	 	Lenders Meetings	 	 	79	 
	 	5.8	 	 	Compliance with Laws	 	 	79	 
	 	5.9	 	 	Environmental	 	 	79	 
	 	5.10	 	 	Subsidiaries	 	 	81	 
	 	5.11	 	 	Additional Real Estate Assets	 	 	81	 






 






     ii


     


    

 


	 	5.12	 	 	After the Restatement Effective Date	 	 	82	 
	 	5.13	 	 	Further Assurances	 	 	83	 
	 	5.14	 	 	ERISA	 	 	83	 
	 	5.15	 	 	Maintenance of Credit Rating	 	 	83	 
	 	SECTION 6.	 	 	NEGATIVE COVENANTS	 	 	84	 
	 	6.1	 	 	Indebtedness	 	 	84	 
	 	6.2	 	 	Liens	 	 	86	 
	 	6.3	 	 	Sales and Leasebacks	 	 	88	 
	 	6.4	 	 	No Further Negative Pledges	 	 	89	 
	 	6.5	 	 	Restricted Payments	 	 	89	 
	 	6.6	 	 	Restrictions on Subsidiary Distributions	 	 	91	 
	 	6.7	 	 	Investments	 	 	91	 
	 	6.8	 	 	Calculations	 	 	92	 
	 	6.9	 	 	Fundamental Changes; Asset Dispositions; Acquisitions	 	 	93	 
	 	6.10	 	 	Disposal of Subsidiary Interests	 	 	94	 
	 	6.11	 	 	Fiscal Year	 	 	94	 
	 	6.12	 	 	Transactions with Shareholders and Affiliates	 	 	95	 
	 	6.13	 	 	Conduct of Business	 	 	95	 
	 	6.14	 	 	Permitted Activities of Holdings	 	 	95	 
	 	6.15	 	 	Amendments or Waivers of Certain Agreements	 	 	96	 
	 	6.16	 	 	Limitation on Payments Relating to Other Debt	 	 	96	 
	 	6.17	 	 	Use of Proceeds	 	 	97	 
	 	SECTION 7.	 	 	GUARANTY	 	 	97	 
	 	7.1	 	 	Guaranty of the Obligations	 	 	97	 
	 	7.2	 	 	Contribution by Guarantors	 	 	97	 
	 	7.3	 	 	Payment by Guarantors	 	 	98	 
	 	7.4	 	 	Liability of Guarantors Absolute	 	 	98	 
	 	7.5	 	 	Waivers by Guarantors	 	 	100	 
	 	7.6	 	 	Guarantors’ Rights of Subrogation, Contribution, etc.	 	 	101	 
	 	7.7	 	 	Subordination of Other Obligations	 	 	101	 
	 	7.8	 	 	Continuing Guaranty	 	 	101	 
	 	7.9	 	 	Authority of Guarantors or the Company	 	 	101	 
	 	7.10	 	 	Financial Condition of the Company	 	 	102	 
	 	7.11	 	 	Bankruptcy, etc.	 	 	102	 
	 	7.12	 	 	Discharge of Guaranty Upon Sale of Guarantor	 	 	103	 
	 	SECTION 8.	 	 	EVENTS OF DEFAULT	 	 	103	 
	 	8.1	 	 	Events of Default	 	 	103	 
	 	SECTION 9.	 	 	AGENTS	 	 	105	 




 






     iii


     


    

 


	 	SECTION 10.	 	 	MISCELLANEOUS	 	 	108	 
	 	10.1	 	 	Notices	 	 	108	 
	 	10.2	 	 	[Reserved]	 	 	110	 
	 	10.3	 	 	Expenses; Limitation of Liability; Indemnity, Etc.	 	 	110	 
	 	10.4	 	 	Set-Off	 	 	112	 
	 	10.5	 	 	Amendments and Waivers	 	 	112	 
	 	10.6	 	 	Successors and Assigns; Participations	 	 	114	 
	 	10.7	 	 	Independence of Covenants	 	 	117	 
	 	10.8	 	 	Survival of Representations, Warranties and Agreements	 	 	117	 
	 	10.9	 	 	No Waiver; Remedies Cumulative	 	 	118	 
	 	10.10	 	 	Marshalling; Payments Set Aside	 	 	118	 
	 	10.11	 	 	Severability	 	 	118	 
	 	10.12	 	 	Obligations Several; Independent Nature of Lenders’ Rights	 	 	118	 
	 	10.13	 	 	Headings	 	 	119	 
	 	10.14	 	 	APPLICABLE LAW	 	 	119	 
	 	10.15	 	 	CONSENT TO JURISDICTION	 	 	119	 
	 	10.16	 	 	WAIVER OF JURY TRIAL	 	 	120	 
	 	10.17	 	 	Confidentiality	 	 	120	 
	 	10.18	 	 	Usury Savings Clause	 	 	121	 
	 	10.19	 	 	Counterparts	 	 	122	 
	 	10.20	 	 	Effectiveness	 	 	123	 
	 	10.21	 	 	Appointment for Perfection	 	 	123	 
	 	10.22	 	 	USA PATRIOT Act	 	 	123	 
	 	10.23	 	 	Amendments; Waivers	 	 	123	 
	 	10.24	 	 	No Novation	 	 	124	 
	 	10.25	 	 	[Reserved]	 	 	124	 
	 	10.26	 	 	Floor Planning Facility Agreements	 	 	124	 
	 	10.27	 	 	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	 	 	125	 
	 	10.28	 	 	Acknowledgement Regarding Any Supported QFCs	 	 	125	 



 






     iv


     


    

 


	SCHEDULES:	4.1	Organization and Capital Structure
	 	4.2	Capital Stock and Ownership
	 	4.9	Material Adverse Changes
	 	4.11	Adverse Proceedings
	 	4.13	Real Estate Assets
	 	4.14	Environmental Matters
	 	4.18	Employee Matters
	 	4.19	Employee Benefit Plans
	 	4.22	Certain Existing Liens
	 	4.24	Deposit Accounts
	 	6.1	Certain Indebtedness
	 	6.2	Permitted Liens
	 	6.7	Certain Investments
	 	6.12	Certain Affiliate Transactions
	 	 	 
	EXHIBITS:	A-1	Funding Notice
	 	A-2	Conversion/Continuation Notice
	 	B	Term Loan Note
	 	C	Compliance Certificate
	 	D	Opinion of Counsel for Credit Parties
	 	E	Assignment and Assumption
	 	F	U.S. Tax Certificate
	 	G	Solvency Certificate
	 	H	Counterpart Agreement
	 	I	Pledge and Security Agreement
	 	J	Mortgage
	 	K	[Reserved]
	 	L	Intercreditor Agreement
	 	M	Fixed Charge Coverage Compliance Certificate
	 	N	Term Loan Joinder


 






     v


     


    

 





SECOND AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT


 


SECOND AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2020 (the “Agreement”), by and among Douglas
Dynamics, Inc., a Delaware corporation (“Holdings”), Douglas Dynamics, L.L.C., a Delaware limited liability
company and a direct wholly-owned Subsidiary of Holdings (the “Company” or the “Borrower”),
Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance”), Fisher, LLC, a Delaware limited liability
company (“Fisher”), Trynex International LLC, a Delaware limited liability company formerly known as Acquisition
Tango LLC (“Trynex”), Henderson Enterprises Group, Inc. (the survivor of a merger with DDIZ Acquisition, Inc.),
a Delaware corporation (“HEG”), Henderson Products, Inc., a Delaware corporation (“HPI”),
Dejana Truck & Utility Equipment Company, LLC, a Delaware limited liability company (“Dejana” and together
with Holdings, DD Finance, Fisher, Trynex, HEG and HPI, each a “Guarantor” and collectively the “Guarantors”),
the banks and financial institutions listed on the signature pages hereof, JPMorgan Chase Bank, N.A., as collateral agent for the
Lenders and the other Secured Parties, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (as defined herein).


 


RECITALS:


 


WHEREAS, the Borrower
entered into the Amended and Restated Credit and Guaranty Agreement, dated as of December 31, 2014 (as amended prior to the
date hereof, the “Existing Credit Agreement”), with the guarantors party thereto, the lenders party thereto,
JPMorgan Chase Bank, N.A., as collateral agent and administrative agent, and certain other parties; and


 


WHEREAS, the parties
have agreed to amend and restate the Existing Credit Agreement as provided in this Agreement;


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereby agree that on the Restatement Effective Date (as defined below) the Existing Credit Agreement shall be amended and restated
in its entirety as follows:


 


SECTION
1.               
DEFINITIONS AND INTERPRETATION


 


1.1             
Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules
hereto, shall have the following meanings:


 


“2020 Additional
Term B Commitment” means, with respect to each 2020 Additional Term B Lender, its commitment to make a 2020 Additional
Term B Loan on the Restatement Effective Date in an amount equal to the amount set forth directly opposite the name of such 2020
Additional Term B Lender in Schedule I to the Amendment and Restatement Agreement.


 


“2020 Additional
Term B Lender” means the Person identified as such in the 2020 Additional Term B Lender Addendum.


 






     


     


    

 





“2020 Additional
Term B Lender Addendum” means the Lender Addendum (Additional Term Lender) to the Amendment and Restatement Agreement,
dated the Restatement Effective Date.


 


“2020 Additional
Term B Loan” has the meaning assigned to that term in Section 2.1(a).


 


“2020 Amendment
Consenting Lender” means each Lender that provided the Administrative Agent with a 2020 Consenting Lender Addendum.


 


“2020 Consenting
Lender Addendum” means the Consenting Lender Addendum to the Amendment and Restatement Agreement, dated the Restatement
Effective Date.


 


“2020 Converted
Term Loan” means each 2020 Existing Term Loan held by an Amendment Consenting Lender on the Restatement Effective Date
immediately prior to the effectiveness of the Amendment and Restatement Agreement (or, if less, the amount notified to such Lender
by the Administrative Agent).


 


“2020 Existing
Term Loans” means the Term Loans outstanding under this Agreement immediately prior to the Restatement Effective Date.


 


“2020 Term B
Loans” has the meaning assigned to that term in Section 2.1(a).


 


“ABL Priority
Collateral” has the meaning assigned to that term in the Intercreditor Agreement.


 


“ABR Loan”
means Loans bearing interest at a rate determined by Alternate Base Rate.


 


“Accepting Lenders”
has the meaning assigned to that term in Section 2.14(d).


 


“Additional
Term Loan Commitment” has the meaning assigned to that term in Section 2.23.


 


“Additional
Term Loan Lender” has the meaning assigned to that term in Section 2.23.


 


“Additional
Term Loans” has the meaning assigned to that term in Section 2.23.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders hereunder and under the
other Credit Documents.


 


“Adjusted LIBO
Rate” means, with respect to any Eurodollar Rate Loan for any Interest Period, the greater of (a) an interest rate per
annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (i) the LIBO Rate for such Interest Period multiplied
by (ii) the Statutory Reserve Rate and (b) 1.00%.


 









     2


     


    

 



 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Adverse Proceeding”
means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries,
threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected Lender”
has the meaning assigned to that term in Section 2.17(b).


 


“Affected Loans”
has the meaning assigned to that term in Section 2.17(b).


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors
of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership
of voting securities or by contract or otherwise.


 


“Agent”
means each of Administrative Agent and Collateral Agent.


 


“Aggregate Payments”
has the meaning assigned to that term in Section 7.2.


 


“Agreement”
has the meaning assigned to that term in the preamble hereto.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition,
the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such
one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base
Rate is being used as an alternate rate of interest pursuant to Section 2.17(a) (for the avoidance of doubt, only until any amendment
has become effective pursuant to Section 2.17(a)(ii)), then the Alternate Base Rate shall be the greater of clauses (a) and (b)
above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as
determined pursuant to the foregoing would be less than 2.00%, such rate shall be deemed to be 2.00% for purposes of this Agreement.


 









    	 	3	 



     


    

 


“Amendment and
Restatement Agreement” means the Amendment and Restatement Agreement dated as of June 8, 2020, Holdings, the Company,
the Guarantors, the Administrative Agent, the Collateral Agent and the Lenders party thereto.


 


“Amendment Consenting
Lender” means each Lender that provided the Administrative Agent with a counterpart to the Amendment and Restatement
Agreement executed by such Lender.


 


“Ancillary Document”
has the meaning assigned to that term in Section 10.19.


 


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


 


“Applicable
Margin” means, for any day, with respect to any ABR Loan or Eurodollar Rate Loan, a percentage, per annum, equal to:
(i) in the case of ABR Loans, 2.75% and (ii) in the case of Eurodollar Rate Loans, 3.75%.


 


“Arranger”
means JPMorgan Chase Bank, N.A. and CIBC World Markets Corp., as joint book runners and lead arrangers hereunder.


 


“Asset Sale”
means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition
to, or any exchange of property with, any Person (other than the Company or any Guarantor Subsidiary), in one transaction or a
series of transactions, of all or any part of Holdings’, the Company’s, or any of its Subsidiaries’ businesses,
assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter
acquired, including the Capital Stock of any of Holdings’ Subsidiaries, other than (i) inventory sold or leased in the ordinary
course of business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) equipment
that is surplus, obsolete, worn-out, or no longer used or useful in the business of Holdings, the Company or any of its Subsidiaries
and is sold or disposed of in the ordinary course of business, (iii) leasehold interests that are no longer used or useful
in the business of Holdings, the Company or any of its Subsidiaries, (iv) dispositions, by means of trade-in, of equipment
used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment
in an effort to upgrade the Facilities of the Company and its Subsidiaries, (v) Cash and Cash Equivalents used in a manner
not prohibited by the Credit Documents or the Revolving Credit Documents, and (vi) sales of other assets for aggregate consideration
of less than $1,000,000 with respect to any transaction or series of related transactions and less than $3,000,000 in the aggregate
during any calendar year (provided, that for purposes of calculating the amounts set forth in this clause (vi), any transactions
or series of related transactions involving aggregate consideration of $50,000 or less may be excluded).


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 10.6), and accepted by the Administrative Agent, in the form of Exhibit E or
any other form approved by the Administrative Agent.


 









    	 	4	 



     


    

 


“Attributable
Indebtedness” in respect of a sale and leaseback transaction means, at the time of determination, the present value of
the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback
transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined
in accordance with GAAP.


 


“Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial
officer or treasurer.


 


“Available Excess
Cash Flow” means, with respect to any Restricted Payment to be made pursuant to Section 6.5(f), any Investment to be
made pursuant to Section 6.7(m) or any prepayment, repurchase or redemption of Other Debt to be made pursuant to Section 6.16 in
any Fiscal Year (commencing with the Fiscal Year ending December 31, 2020) (i) if the Excess Cash Flow Payment Conditions are satisfied
at the time of making the payment and after giving effect thereto, an amount equal to (a) either (x) if the Leverage Ratio as of
the most recently completed Fiscal Year for which audited financial statements have been delivered pursuant to Section 5.1(c) is
less than or equal to 3.25 to 1.00, (1) 100% of the Consolidated Excess Cash Flow for such most recently completed Fiscal Year
minus (2) the aggregate amount of Voluntary Term Loan Prepayments consummated during the most recently completed Fiscal
Year or (y) if the Leverage Ratio as of the most recently completed Fiscal Year for which audited financial statements have been
delivered pursuant to Section 5.1(c) is greater than 3.25 to 1.00, (1) 50% of the Consolidated Excess Cash Flow for such most recently
completed Fiscal Year minus (2) the aggregate amount of Voluntary Term Loan Prepayments consummated during the most recently
completed Fiscal Year, minus (b) the sum of (x) Restricted Payments made pursuant to Section 6.5(f) after the delivery of
such financial statements and on or prior to the date of determination, plus (y) Investments made pursuant to Section 6.7(m)
after the delivery of such financial statements and on or prior to the date of determination, plus (z) prepayments, repurchases
and redemptions of Other Debt pursuant to Section 6.16 after the delivery of such financial statements and on or prior to the date
of determination and (ii) if the Excess Cash Flow Payment Conditions are not satisfied at the time of making the payment and after
giving effect thereto, zero.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of
an Affected Financial Institution.


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United
Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other
than through liquidation, administration or other insolvency proceedings).


 









    	 	5	 



     


    

 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor
statute.


 


“Benchmark Replacement”
means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative
Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for
determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark
Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than 1.00%, the Benchmark Replacement
will be deemed to be 1.00% for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively
feasible as determined by the Administrative Agent in its sole discretion.


 


“Benchmark Replacement
Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which may
be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or
(ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the
form of a reduction to the Applicable Margin).


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent
decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in
such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement).


 


“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the LIBO Rate:


 


(i)             in the case of clause (i) or (ii) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO
Screen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or


 









    	 	6	 



     


    

 


(ii)            in the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(i)             a
public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such
administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;


 


(ii)            a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate,
the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution
authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or
resolution authority over the administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO
Screen Rate has ceased or will cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; and/or


 


(iii)           a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing
that the LIBO Screen Rate is no longer representative.


 


“Benchmark Transition
Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication)
and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Requisite Lenders, as applicable,
by notice to the Borrower, the Administrative Agent (in the case of such notice by the Requisite Lenders) and the Lenders.


 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x)
beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced
the LIBO Rate for all purposes hereunder in accordance with Section 2.17 and (y) ending at the time that a Benchmark Replacement
has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.17.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial
Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 









    	 	7	 



     


    

 


“Beneficiary”
means each Agent and Lender.


 


“Blocked Account”
means any Deposit Account subject to a Blocked Account Agreement.


 


“Blocked Account
Agreement” means an account control agreement on terms reasonably satisfactory to the Collateral Agent.


 


“Borrower”
has the meaning assigned to that term in the preamble hereto.


 


“Borrower Restricted
Information” means confidential information, including MNPI, that is made available by or on behalf of the Borrower to
Agent, any Lender or any potential Lender that has not been made available to all Lenders and potential Lenders.


 


“Business Day”
means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the States of New York or Wisconsin
or is a day on which banking institutions located in either such state are authorized or required by law or other governmental
action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted LIBO
Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in
clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.


 


“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership
interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.


 


“Cash”
means money, currency or a credit balance in any demand or deposit account.


 


“Cash
Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and
unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the
United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing
within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or
any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year
after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least
P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and
having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody’s; (iv) certificates of deposit, time deposits or bankers’ acceptances maturing within one year after such
date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America
or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the
regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less
than $100,000,000; and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than
$500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.


 






    	 	8	 



     


    

 


“Change of Control”
means, at any time, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act)
beneficially owns, directly or indirectly, more than 35%, on a fully diluted basis, of the outstanding Capital Stock (measured
only by voting power) of Holdings entitled (without regard to the occurrence of any contingency) to vote for the election of members
of the board of directors (or similar governing body) of Holdings; or (ii) Holdings shall cease to beneficially own and control
100%, on a fully diluted basis, of the economic and voting interests in the Capital Stock of the Company.


 


“Change in Law”
means the occurrence, after the Restatement Effective Date (or with respect to any Lender, if later, the date on which such Lender
becomes a Lender), of any of the following (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any
Lender (or, for purposes of Section 2.18(b), by any lending office of such Lender or by such Lender’s holding company, if
any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued
after the Restatement Effective Date; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and
(ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities,
in each case pursuant to Basel III shall be deemed to be a “Change in Law” regardless of the date enacted, adopted,
issued or implemented.


 


“Collateral”
means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.


 


“Collateral
Access Agreement” means a Collateral Access Agreement substantially in the form of Exhibit M.


 


“Collateral
Agent” means JPMorgan Chase Bank, N.A. in its capacity as collateral agent for the Lenders and other Secured Parties
under the Collateral Documents and under the other Credit Documents.


 


“Collateral
Documents” means the Pledge and Security Agreement, the Mortgages, the Blocked Account Agreements, the Intercreditor
Agreement and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of
the other Credit Documents in order to grant to Collateral Agent, for the benefit of Lenders, a Lien on any real, personal or
mixed property of that Credit Party as security for the Obligations (or to perfect any Liens so granted).


 









    	 	9	 



     


    




 


“Commitment”
means any Term Loan Commitment.


 


“Company”
has the meaning assigned to that term in the preamble hereto.


 


“Compliance
Certificate” means a Compliance Certificate substantially in the form of Exhibit C.


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as
a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative
Agent in accordance with:


 


(i)             the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental
Body for determining compounded SOFR; provided that:


 


(ii)            if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance
with clause (i) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent
determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for
determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;


 


provided, further,
that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (i)
or clause (ii) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be
determined for purposes of the definition of “Benchmark Replacement.”


 






    	 	10	 



     


    

 


“Consolidated
Adjusted EBITDA” means, for any period, an amount determined for the Company and its Subsidiaries on a consolidated
basis equal to the total of (a) Consolidated Net Income, plus (b) the sum, without duplication, of each of
the following to the extent deducted (or, in the case of any cost synergies pursuant to clause (ix), not included) in
the calculation of Consolidated Net Income for such period (i) Consolidated Interest Expense and non-Cash interest expense,
(ii) provisions for taxes based on income, (iii) total depreciation expense, (iv) total amortization expense
(including amortization of goodwill, other intangibles, and financing fees and expenses), (v) non-cash impairment charges,
(vi) non-cash expenses resulting from the grant of stock and stock options and other compensation to management personnel of
the Company and its Subsidiaries pursuant to a written incentive plan or agreement, (vii) other non-Cash items that
are unusual or otherwise non-recurring items, (viii) any extraordinary losses and non-recurring charges during any period
(including severance, relocation costs, one-time compensation charges and losses or charges associated with Interest Rate
Agreements), (ix) restructuring charges or reserves (including costs related to closure of Facilities) and cost synergies
projected by the Company in good faith to be realized during such period (calculated on a pro forma basis as though
such cost synergies had been realized during the entirety of the applicable period) as a result of actions taken or to be
taken in connection with any Permitted Acquisition by the Company or any Restricted Subsidiary, net of the amount of actual
benefits realized during such period that are otherwise included in the calculation of Consolidated Adjusted EBITDA from such
actions; provided that (A) (x) such cost synergies are reasonably expected and factually supportable as determined in
good faith by the Company and (y) such actions are to be taken and the results with respect thereto are to be achieved within
12 months after the consummation of the Permitted Acquisition which is expected to result in such cost synergies, (B) no cost
synergies shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges otherwise added to
Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period and (C) the aggregate
amount of restructuring charges and reserves and cost synergies added pursuant to this clause (ix) for such period shall not
exceed 10% of Consolidated Adjusted EBITDA for such period (calculated without giving effect to any adjustments made pursuant
to this clause (ix)), (x) any transaction costs incurred in connection with the issuance, resale or secondary offering of
Securities or any refinancing transaction, in each case whether or not such transaction is consummated and (xi) any fees and
expensed related to any Permitted Acquisitions, minus (c) the sum, without duplication, of (i) non-Cash items
increasing Consolidated Net Income for such period that are unusual or otherwise non-recurring items, (ii) cash payments made
during such period reducing reserves or liabilities for accruals made in prior periods but only to the extent such reserves
or accruals were added back to “Consolidated Adjusted EBITDA” in a prior period pursuant to clause (b)(vii)
above, and (iii) Restricted Payments made during such period to Holdings pursuant to Section 6.5(c)(i) (other than any such
Restricted Payments made to Holdings pursuant to Section 6.5(c)(i) for the purpose of paying fees, expenses and other
transaction costs paid in cash during such period in connection with the Transactions).


 


“Consolidated
Capital Expenditures” means, for any period, the aggregate of all expenditures of the Company and its Subsidiaries during
such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property
and equipment” or similar items reflected in the consolidated statement of cash flows of the Company and its Subsidiaries,
but excluding expenditures constituting the purchase price for Permitted Acquisitions and amounts constituting Net Asset Sale Proceeds
and Net Insurance/Condemnation Proceeds which are reinvested in the business of the Company and its Subsidiaries in accordance
with Section 2.13(a) or Section 2.13(b), respectively, by the Company and its Subsidiaries during such period.


 


“Consolidated
Current Assets” means, as at any date of determination, the total assets of the Company and its Subsidiaries on a consolidated
basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.


 


“Consolidated
Current Liabilities” means, as at any date of determination, the total liabilities of the Company and its Subsidiaries
on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion
of long term debt.


 






    	 	11	 



     


    

 


“Consolidated
Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication,
of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital
Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and
scheduled repayments of Consolidated Total Debt (excluding (x) voluntary repayments financed with Indebtedness, (y) payments
and repayments of Indebtedness under the Revolving Credit Facility (except to the extent there is an equivalent permanent
reduction in commitments thereunder) or any other working capital facility and (z) voluntary repayments of Term Loans),
(b) cash Consolidated Capital Expenditures (net of any proceeds of (y) any related financings with respect to such
expenditures and (z) to the extent not excluded in the calculation of Consolidated Capital Expenditures, any sales of capital
assets used to finance such expenditures), (c) Consolidated Interest Expense paid in cash for such period, (d) the
portion of taxes based on income actually paid in cash during such period by the Company or any of its Subsidiaries whether
for such period or any other period, (e) Restricted Payments made under Sections 6.5(c)(ii) or (iii) during such period, (f)
Restricted Payments or Investments made under Section 6.5(d)(i) and Section 6.7(l), as applicable, and which are for any
Fiscal Year, declared (in the case of dividends or distributions) or paid in cash from June 1 of the applicable Fiscal Year
to and including May 31 of the immediately following Fiscal Year and (g) in respect of any given Fiscal Year ending December
31, the cash portion of the purchase price of a Permitted Acquisition paid during such Fiscal Year (net of any proceeds of
(x) any related financings with respect to such purchase price and (y) any sales of capital assets used to finance such
purchase price). Consolidated Excess Cash Flow shall not be reduced by the amount of any Credit Party Purchase.


 


“Consolidated
First Lien Debt” means, as at any date of determination, the Consolidated Total Debt of the Company and its Subsidiaries
that is secured by first priority Liens on any of the assets of the Company or any of its Subsidiaries.


 


“Consolidated
Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for the Company and its
Subsidiaries on a consolidated basis equal to (i) Consolidated Interest Expense for such period, (ii) scheduled payments for
such period of principal on Consolidated Total Debt, (iii) Consolidated Capital Expenditures for such period other than those financed
with secured Indebtedness permitted by Sections 6.1 and 6.2, (iv) the portion of taxes based on income actually paid in cash during
such period by the Company or any of its Subsidiaries whether for such period or any other period and (v) Restricted Payments permitted
under Section 6.5(c) or Section 6.5(f) and which are paid in cash during such period.


 


“Consolidated
Interest Coverage Ratio” on any date of determination (the “Transaction Date”) means the ratio
on a pro forma basis, of (a) Consolidated Adjusted EBITDA for the Test Period to (b) Consolidated Interest Expense for
the Test Period; provided, that for purposes of such calculation: (1) Permitted Acquisitions which occurred during the
Test Period or subsequent to the Test Period and on or prior to the Transaction Date shall be assumed to have occurred on the
first day of the Test Period, (2) transactions giving rise to the need to calculate the Consolidated Interest Coverage Ratio
and the application of the proceeds therefrom (except as otherwise provided in this definition) shall be assumed to have
occurred on the first day of the Test Period, (3) the incurrence of any Indebtedness (including the issuance of any
Disqualified Capital Stock) during the Test Period or subsequent to the Test Period and on or prior to the Transaction Date
(and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness) (other than
ordinary working capital borrowings) shall be assumed to have occurred on the first day of the Test Period, (4) the permanent
repayment of any Indebtedness (including the redemption of any Disqualified Capital Stock) during the Test Period or
subsequent to the Test Period and on or prior to the Transaction Date (other than ordinary working capital borrowings) shall
be assumed to have occurred on the first day of the Test Period, (5) the Consolidated Interest Expense attributable to
interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate
shall be computed on a pro forma basis as if the average rate in effect from the beginning of the Test Period to the
Transaction Date had been the applicable rate for the entire period, unless the Company or any of its Subsidiaries is a party
to a Hedge Agreement (which shall remain in effect for the 12-month period immediately following the Transaction Date) that
has the effect of fixing the interest rate on the date of computation, in which case such rate (whether higher or lower)
shall be used, and (6) amounts attributable to operations or businesses permanently discontinued or disposed of prior to the
Transaction Date, shall be excluded, except, in the case of a determination of Consolidated Fixed Charges, only to the extent
that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to
Consolidated Fixed Charges subsequent to the Transaction Date.


 






    	 	12	 



     


    

 


“Consolidated
Interest Expense” means, for any period, (i) total interest expense (including that portion attributable to Capital Leases
in accordance with GAAP and capitalized interest) payable in cash of the Company and its Subsidiaries (but excluding fees and any
original issue discount in connection with this Agreement and the Revolving Credit Documents) on a consolidated basis with respect
to all outstanding Indebtedness of the Company and its Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under Interest Rate Agreements, minus (ii) the aggregate amount of
interest income of the Company and its Subsidiaries during such period paid in cash.


 


“Consolidated
Net Income” means, for any period, (i) the net income (or loss) of the Company and its Subsidiaries on a consolidated
basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income
(or loss) of any Person (other than a Subsidiary of the Company) in which any other Person (other than the Company or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the
Company or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior
to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries
or that Person’s assets are acquired by the Company or any of its Subsidiaries, (c) the income of any Subsidiary of
the Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales
or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above)
any net extraordinary gains or net extraordinary losses. Consolidated Net Income shall not be increased as a result of any cancellation
of indebtedness income realized as a result of any Credit Party Purchase.


 


“Consolidated
Secured Debt” means, as at any date of determination, the Consolidated Total Debt of the Company and its Subsidiaries
that is secured by Liens on any of the assets of the Company or any of its Subsidiaries.


 






    	 	13	 



     


    

 


“Consolidated
Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness
of the Company and its Subsidiaries determined on a consolidated basis, without duplication, in accordance with GAAP; provided,
that the amount of revolving Indebtedness to be included at the date of determination shall be equal to the average of the
balances of such revolving Indebtedness as of the end of each of the prior four calendar quarters (except that with respect
to the first four calendar quarters after the Restatement Effective Date, the amount of revolving Indebtedness to be included
shall be based on the average of the quarter end balances from the Restatement Effective Date through the date of
determination); provided, further that notwithstanding any other provision of this Agreement for all purposes hereof
and all calculations required to be made hereunder the amount of Indebtedness included in Consolidated Total Debt shall be
deemed to be 100% of the outstanding principal amount thereof and shall be determined without regard to FASB ASC 825.


 


“Consolidated
Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities.


 


“Consolidated
Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number)
by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital
as of the end of such period.


 


“Contractual
Obligation” means, as applied to any Person, any provision of any indenture, mortgage, deed of trust, or other contract,
undertaking, agreement or other instrument to which that Person is a party or to which such Person or any of its properties is
subject.


 


“Contributing
Guarantors” has the meaning assigned to that term in Section 7.2.


 


“Conversion/Continuation
Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation
Notice.


 


“Conversion/Continuation
Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.


 


“Counterpart
Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant
to Section 5.10.


 


“Covered Entity”
means any of the following:


 


(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 









    	 	14	 



     


    

 


“Covered Party”
has the meaning assigned to that term in Section 10.28.


 


“Credit Date”
means the date of a Credit Extension.


 


“Credit Document”
means any of this Agreement, the Notes, if any, the Collateral Documents, any other intercreditor agreements (if applicable) and
all other amendments, documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent
or any Lender in connection herewith.


 


“Credit Extension”
means the making of a Loan.


 


“Credit Party”
means each Person (other than any Agent or any Lender or any other representative thereof) from time to time party to a Credit
Document.


 


“Credit Party
Purchase” has the meaning assigned to that term in Section 10.6(i).


 


“Currency Agreement”
means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’
and its Subsidiaries’ operations and not for speculative purposes.


 


“DD Finance”
has the meaning assigned to that term in the preamble.


 


“Declining Lender”
has the meaning assigned to that term in Section 2.14(d).


 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Dejana”
has the meaning assigned to that term in the preamble.


 


“Deposit Account”
means each checking or other demand deposit account maintained by any of the Credit Parties other than any Excluded Deposit Accounts.
All funds in each Deposit Account shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agents and
the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any Deposit Account.


 


“Discharge of
ABL Obligations” has the meaning assigned to such term in the Intercreditor Agreement.


 


“Disqualified
Capital Stock” means with respect to any Person, (a) Capital Stock of such Person that, by its terms or by the
terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the
passage of time or both would be, required to be redeemed or repurchased including at the option of the holder thereof by
such Person or any of its Subsidiaries, in whole or in part, on or prior to 91 days following the Maturity Date and (b) any
Capital Stock of any Subsidiary of such Person other than any common equity with no preferences, privileges, and no
redemption or repayment provisions. Notwithstanding the foregoing, any Capital Stock of the Company that would constitute
Disqualified Capital Stock solely because the holders thereof have the right to require the Company to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if
the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions prior to the prepayment of the Loans as are required by this Agreement.


 






    	 	15	 



     


    

 


“Dollars”
and the sign “$” mean the lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia and any
other Subsidiary that is not a “controlled foreign corporation” under Section 957 of the Internal Revenue Code.


 


“Early Opt-in
Election” means the occurrence of:


 


(i)             (A) a determination by the Administrative Agent or (B) a notification by the Requisite Lenders to the Administrative Agent
(with a copy to the Borrower) that the Requisite Lenders have determined that U.S. dollar-denominated syndicated credit facilities
being executed at such time, or that include language similar to that contained in Section 2.17 are being executed or amended,
as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and





 


(ii)            (A) the election by the Administrative Agent or (B) the election by the Requisite Lenders to declare that an Early Opt-in
Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower
and the Lenders or by the Requisite Lenders of written notice of such election to the Administrative Agent.


 


“EEA Financial
Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an
EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Eligible
Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds
being treated as a single Eligible Assignee for all purposes hereof) and (ii) any commercial bank, insurance company,
investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under
the Securities Act) and which extends credit or buys loans as one of its businesses; provided, no natural person and
no Affiliate of Holdings shall be an Eligible Assignee.


 






    	 	16	 



     


    

 


“Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained
or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.


 


“Environmental
Claim” means any investigation, written notice, written notice of violation, written claim, action, suit, proceeding,
demand, abatement order or other written order or written directive (conditional or otherwise), by any Governmental Authority or
any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii)
in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.


 


“Environmental
Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them),
statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental
Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the
generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, land use
or the protection of the environment, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.


 


“ERISA Affiliate”
means, as applied to any Person on or after the Restatement Effective Date, (i) any entity, whether or not incorporated, that is
under common control within the meaning of Section 4001(a)(14) with that Person; (ii) any corporation which is a member of
a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (iii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common
control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iv) any member
of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (ii) above or any trade or business described in clause (iii) above is a member.


 






    	 	17	 



     


    

 


“ERISA
Event” means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the
regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice
to the PBGC has been waived by regulation); (ii) the failure of Holdings, any of its Subsidiaries, or any of their respective
ERISA Affiliates to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with
respect to any Pension Plan, or the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code
or Section 302 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the
Internal Revenue Code); (iii) the determination that any Pension Plan is, or is expected to be, in “at risk”
status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA); (iv) the occurrence of any
event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (v) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of
ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (vi) the
withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or
more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings, any of its
Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (vii) the institution by the
PBGC of proceedings to terminate any Pension Plan; (viii) the imposition, or the occurrence of any events or condition that
could reasonably be expected to result in the imposition, of liability on Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c)
of ERISA; (ix) the occurrence of an act or omission which could give rise to the imposition on Holdings, any of its
Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of
the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any
Employee Benefit Plan (which fines, penalties, taxes or related charges, for purposes of Section 4.18, shall be material);
(x) the incurrence by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal (within the meaning of Sections 4203 or 4205 of ERISA) from any Multiemployer
Plan; (xi) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan or
the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection
with any Employee Benefit Plan; (xii) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan
(or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xiii) the imposition of a Lien pursuant to
Section 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 


“Eurodollar
Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
means each of the conditions or events set forth in Section 8.1.


 


“Excess
Availability” means as of the date of determination (i) prior to the Discharge of ABL Obligations, the lesser of
(1) the commitments then in effect under the Revolving Credit Facility and (2) the borrowing base then in effect under the
Revolving Credit Facility, minus the sum of (a) the principal amount of outstanding loans under the Revolving Credit
Facility, plus (b) the amount available to be drawn on all letters of credit issued under the Revolving Credit
Facility, plus (c) the amount of all unreimbursed drawings on letters of credit issued under the Revolving Credit
Facility and (ii) after the Discharge of ABL Obligations, (a) the amount of unrestricted Cash and Cash Equivalents on the
Company’s consolidated balance sheet, plus (b) the amount available to be drawn on any replacement revolving
credit facility, minus any Cash and Cash Equivalents included in the borrowing base thereof.


 






    	 	18	 



     


    

 


“Excess Cash
Flow Payment Conditions” means the satisfaction of each of the following conditions both immediately before and immediately
after giving effect to the applicable payment: (x) with respect to mandatory prepayments pursuant to Section 2.13(d), (i) Excess
Availability plus unrestricted Cash and Cash Equivalents on the Company’s consolidated balance sheet not included in the
borrowing base under the Revolving Credit Facility is greater than the greater of $12,500,000 and 12.5% of the commitments then
in effect under the Revolving Credit Facility and (ii) prior to the making of such payment, the Company shall have delivered a
certificate signed by its chief financial officer or treasurer certifying that the condition in clause (i) has been satisfied and
setting forth its calculations of Excess Availability in reasonable detail and certifying as to the amount of Cash and Cash Equivalents
on the Company’s consolidated balance sheet as of the date of determination and (y) with respect to all other payments required
or permitted to be made based on Consolidated Excess Cash Flow, (i) no Default or Event of Default shall have occurred and be continuing,
(ii) the Fixed Charge Coverage Ratio for the Test Period calculated on a pro forma basis giving effect to the applicable
payment shall be greater than 1.00 to 1.00, (iii) Excess Availability both before and after giving effect to the applicable payment
shall be greater than the greater of $12,500,000 and 12.5% of the revolving commitments then in effect under the Revolving Credit
Facility, (iv) in the case of prepayments, redemption and repurchases of Other Debt pursuant to Section 6.16, the Secured Debt
Ratio both immediately before and after giving effect to the payment is less than 3.50 to 1.00 and (v) prior to the making of such
payment, the Company shall have delivered a Fixed Charge Coverage Compliance Certificate together with a certificate signed by
its chief financial officer or treasurer certifying that the conditions in subclauses (i) through (iv) of clause (y) have been
satisfied and setting forth a calculation of Excess Availability, Consolidated Excess Cash Flow and Available Excess Cash Flow.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 


“Excluded Deposit
Accounts” means, collectively, (a) Deposit Accounts established solely for the purpose of funding payroll and trust accounts
and funded solely with amounts necessary to cover then outstanding payroll liabilities and amounts required to be retained in such
trust accounts, as well as minimum balance requirements; (b) Deposit Accounts with amounts on deposit that, when aggregated with
the amounts on deposit in all other Deposit Accounts for which a Control Agreement has not been obtained (other than those specified
in clause (a) and (c)), do not at any time exceed $4,000,000; (c) Deposit Accounts, with amounts on deposit which in the aggregate
that do not at any time exceed $1,000,000, held at a financial institution that is not, for United Stated federal income tax purposes
(i) an individual who is a citizen or resident of the United States or (ii) a corporation, partnership or other entity treated
as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof;
(d) zero balance disbursement accounts; and (e) Deposit Accounts, with amounts on deposit which in the aggregate do not at any
time exceed $500,000, the sole proceeds of which are funds received by a Credit Party from credit card sales; provided that,
in each of the foregoing cases, if reasonably requested by the Collateral Agent or the Administrative Agent, the Company shall
provide such Agent with periodic updates of the account numbers and names of all financial institutions where such Deposit Accounts
are maintained.


 









    	 	19	 



     


    

 


“Excluded Taxes”
means, with respect to any payment made by any Credit Party under any Credit Document, any of the following Taxes imposed on or
with respect to a Recipient: (a) income or franchise Taxes (however denominated) imposed on (or measured by) net income by the
United States of America or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed
by the United States of America or any similar Taxes imposed by any other jurisdiction in which Lender is located or in which the
Lender’s applicable lending office is located, (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a
request by the Company under Section 2.22), any U.S. Federal withholding Taxes resulting from any law in effect (including FATCA)
on the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Non-U.S. Lender’s failure to comply with Section 2.19(f), except to the extent that such Non-U.S. Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the
Company with respect to such withholding Taxes pursuant to Section 2.19(a), and (d) Taxes that would not have been imposed but
for a failure by any Recipient, or any legal or beneficial holder of an interest in any entity (other than an entity that is a
U.S. Person) through which payments by or on account of any Credit Party are made under any Credit Document, to comply with any
applicable reporting requirement if such compliance is required by FATCA as a precondition to relief or exemption from such Tax.


 


“Existing Credit
Agreement” has the meaning assigned to that term in the recitals hereto.


 


“Existing Term
Lender” has the meaning assigned to the term “Lender” in the Existing Credit Agreement.


 


“Facility”
means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.


 


“Fair Share”
has the meaning assigned to that term in Section 7.2.


 


“Fair Share
Contribution Amount” has the meaning assigned to that term in Section 7.2.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the Restatement Effective Date (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any
law, regulation, rule, promulgation, or official agreement implementing an official government agreement with respect to the foregoing.


 


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of
New York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective
federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement.


 






    	 	20	 



     


    

 


“Federal Reserve
Bank of New York’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Financial Plan”
has the meaning assigned to that term in Section 5.1(i).


 


“First Lien
Debt Ratio” means the ratio as of the date of determination of (i) Consolidated First Lien Debt, less unrestricted
Cash and Cash Equivalents of the Company and its Subsidiaries as of such date in excess of $1,000,000 (up to a maximum amount of
$50,000,000 as of any date of determination), the contents of which are in a Blocked Account or in a securities account subject
to a valid First Priority Lien in favor of the Collateral Agent and a control agreement in favor of the Collateral Agent on terms
satisfactory to the Collateral Agent in its sole discretion, to (ii) Consolidated Adjusted EBITDA for the Test Period.


 


“First Offer”
has the meaning assigned to that term in Section 2.14(d).


 


“First Priority”
means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Fiscal Quarter”
means a fiscal quarter of any Fiscal Year.


 


“Fiscal Year”
means the fiscal year of Holdings and its Subsidiaries ending on December 31 of each calendar year.


 


“Fisher”
has the meaning assigned to that term in the preamble.


 


“Fixed Charge
Coverage Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit M.


 


“Fixed Charge
Coverage Ratio” means the ratio as of the date of determination of (a) the aggregate amount of Consolidated Adjusted
EBITDA for the Test Period to (b) the aggregate Consolidated Fixed Charges during the Test Period.


 


“Flood Hazard
Property” means any Real Estate Asset subject to a mortgage in favor of the Collateral Agent, for the benefit of the
Lenders, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.


 






    	 	21	 



     


    

 


“Floor
Plan Collateral” means (a) truck vehicle chassis owned by a Loan Party subject to auto manufacturer converter or
special pool vehicle account agreements or similar type agreements entered into by such Loan Party from time to time (the
 “Vehicle Inventory”), (b) all accounts, contract rights, chattel paper, instruments, documents, promissory
notes and supporting obligations arising from the use, sale, lease or other disposition of the Vehicle Inventory, (c) all
books, records, files, computer disks, software and commercial tort claims relating to the Vehicle Inventory, (d) all payment
intangibles or other rights to receive payment, credit and other compensation from any manufacturer, distributor or supplier
of the Vehicle Inventory or from any of their subsidiaries or affiliates, in each case in respect of the Vehicle Inventory,
(e) all franchise rights and all manufacturer rebates and incentive payments relating to the Vehicle Inventory (excluding
warranty claims) and (f) all cash proceeds of any of the foregoing, including insurance proceeds and refunds of insurance
premiums in respect of the Vehicle Inventory.


 


“Floor Planning
Facilities” means one or more credit facilities entered into by the Borrower or a Subsidiary thereof utilized to finance
the acquisition of new and used vehicle chassis and related accessories pursuant to which the Person furnishing such facility retains
title or a Lien on such property so acquired until sold or disposed by the Borrower or the applicable Subsidiary, together with
the proceeds thereof.


 


“Foreign Subsidiary”
means any direct or indirect Subsidiary of the Company which is not a Domestic Subsidiary.


 


“Funding Guarantors”
has the meaning assigned to that term in Section 7.2.


 


“Funding Notice”
means a notice substantially in the form of Exhibit A-1.


 


“GAAP”
means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting
principles in effect as of the date of determination thereof.


 


“Governmental
Authority” means any federal, state, municipal, national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated
with a state of the United States, the United States, or a foreign entity or government.


 


“Governmental
Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from
any Governmental Authority.


 


“Grantor”
has the meaning assigned to that term in the Pledge and Security Agreement.


 


“Guaranteed
Obligations” has the meaning assigned to that term in Section 7.1.


 


“Guarantor”
means each of (i) Holdings, and (ii) each Guarantor Subsidiary.


 


“Guarantor Subsidiary”
means (i) Fisher, (ii) DD Finance, (iii) Trynex, (iv) HEG, (v) HPI, (vi) Dejana, (vii) each Domestic Subsidiary
of Holdings (other than the Borrower) from time to time party to this Agreement, and (viii) to the extent no adverse tax consequences
to the Company could result therefrom, each Foreign Subsidiary of Holdings from time to time party to this Agreement.


 






    	 	22	 



     


    

 



 


“Guaranty”
means the guaranty of each Guarantor set forth in Section 7.


 


“Hazardous Materials”
means any chemical, material, waste or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority.


 


“Hazardous Materials
Activity” means any past, current or threatened activity, event or occurrence involving any Hazardous Materials, including
the use, manufacture, possession, storage, presence, Release, threatened Release, discharge, placement, generation, transportation,
processing, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective
action or response action with respect to any of the foregoing.


 


“Hedge Agreement”
means an Interest Rate Agreement or a Currency Agreement.


 


“HEG”
has the meaning assigned to that term in the preamble.


 


“Henderson Bonding
Agreement” means the General Application and Agreement of Indemnity, dated as of February 4, 2010, among Henderson Products,
Inc., Henderson, Employers Mutual Casualty Company, EMCASCO Insurance Company, Dakota Fire Insurance Company, Illinois EMCASCO
Insurance Company, Union Insurance Company of Providence, EMC Property & Casualty Company and Hamilton Mutual Insurance Company.


 


“Highest Lawful
Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged,
or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws
now allow.


 


“Holdings”
has the meaning assigned to that term in the preamble hereto; provided that after the effective date of a Permitted Holdings
Reincorporation, “Holdings” shall refer to Douglas Dynamics, Inc., as incorporated under the laws of the state of Wisconsin.


 


“HPI”
has the meaning assigned to that term in the preamble.


 


“IBA”
has the meaning assigned to that term in Section 1.3.


 


“Impacted Interest
Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Increased-Cost
Lenders” has the meaning assigned to that term in Section 2.22.


 








    	 	23	 



     


    

 


“Indebtedness”
as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) the principal
portion of obligations with respect to Capital Leases; (iii) notes payable and drafts accepted representing extensions
of credit whether or not representing obligations for borrowed money (excluding accounts payable which are classified as
current liabilities in accordance with GAAP and accrued expenses in each case incurred in the ordinary course of business);
(iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such
obligations incurred under ERISA but including earn-outs incurred in connection with a Permitted Acquisition to the extent
required to be reflected on a balance sheet in accordance with GAAP to the extent such earn-out obligations are not paid
within 30 days after the amount due is finally determined), which purchase price is due more than six months from the date of
incurrence of the obligation in respect thereof; (v) all indebtedness secured by any Lien on any property or asset owned
or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person; (vi) the amount available to be drawn under on any letter of credit issued for
the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such
Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor
thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be
protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an obligation of
another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or
any security therefore, or to provide funds for the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item,
level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of
this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; (x) all net payment
obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any
Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; (xi) the principal
balance outstanding under any synthetic lease, tax retention lease, off-balance sheet loan or similar off-balance sheet
financing product; and (xii) the indebtedness of any partnership or Joint Venture in which such Person is a general partner
or a joint venturer except to the extent that the terms of such indebtedness provide that such indebtedness is nonrecourse to
such Person.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Credit Party
under any Credit Document and (b) Other Taxes.


 


“Indemnitee”
has the meaning assigned to that term in Section 10.3(a).


 


“Installment”
has the meaning assigned to that term in Section 2.11.


 


“Intellectual
Property” means all intellectual property, including patents, trademarks, service marks, tradenames, domain names, trade
secrets, copyrights, technology, know-how, inventions, methods and processes used in or necessary for the conduct of the business
of the Company and its Subsidiaries.


 


“Intercreditor
Agreement” means the Second Amended and Restated Intercreditor Agreement dated as of June 8, 2020 by and among the
Credit Parties parties thereto, the Agents and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the
Revolving Credit Documents, substantially in the form of Exhibit L, as it may be amended, supplemented or otherwise modified
from time to time.


 









    	 	24	 



     


    

 


“Interest Payment
Date” means with respect to (i) any ABR Loan, the last Business Day in each of March, June, September and December of
each year through the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment
Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such
Interest Period.


 


“Interest Period”
means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months, as selected
by the Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date
or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately
preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business
Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month,
in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (c), of this definition, end on the last Business Day of a calendar
month; and (c) no Interest Period with respect to any portion of any Term Loan shall extend beyond the Maturity Date.


 


“Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate
exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.


 


“Interest Rate
Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first
day of such Interest Period.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended to the Restatement Effective Date and from time to time hereafter,
and any successor statute.


 


“Interpolated
Rate” means, at any time, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined
by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate
that results from interpolating on a linear basis between: (a) the LIBO Screen Rate (for the longest period for which that LIBO
Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate (for the shortest
period for which that LIBO Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, as of
11:00 a.m., London time, on the Quotation Day for such Interest Period; provided that, if any Interpolated Rate shall be
less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 






    	 	25	 



     


    

 


“Investment”
means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a
beneficial interest in, any of the Securities of any other Person (including any Subsidiary of Holdings); (ii) any
direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any
Person other than the Company or any Guarantor Subsidiary, of any Capital Stock of such Subsidiary; and (iii) any direct
or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts
and similar expenditures in the ordinary course of business) or capital contribution by Holdings or any of its Subsidiaries
to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or
did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto minus the amount of any return of capital with
respect to such Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment.


 


“Joint Venture”
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided,
in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.


 


“Lender”
means, at any time, any lender that holds Term Loans at such time, and shall include any other Person that becomes a party hereto
pursuant to an Assignment and Assumption or a Term Loan Joinder Agreement, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a Subsidiary.


 


“Leverage Ratio”
means the ratio as of the date of determination of (i) Consolidated Total Debt, less unrestricted Cash and Cash Equivalents
of the Company and its Subsidiaries as of such date in excess of $1,000,000 (up to a maximum amount of $50,000,000 as of any date
of determination), the contents of which are in a Blocked Account or in a securities account subject to a valid First Priority
Lien in favor of the Collateral Agent and a control agreement in favor of the Collateral Agent on terms satisfactory to the Collateral
Agent in its sole discretion, to (ii) Consolidated Adjusted EBITDA for the Test Period.


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“LIBO Rate”
means, with respect to any Eurodollar Rate Loan for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available
at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated
Rate.


 


“LIBO
Screen Rate” means, for any day and time, with respect to any Eurodollar Rate Loan for any Interest Period, the
London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the
administration of such rate for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day
and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not
appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the
appropriate page of such other information service that publishes such rate from time to time as selected by the
Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than
1.00%, such rate shall be deemed to be 1.00% for the purposes of this Agreement.


 






    	 	26	 



     


    

 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such
securities.


 


“Loan”
means a Term Loan.


 


“Margin Stock”
has the meaning assigned to that term in Regulation U.


 


“Material Adverse
Effect” means a material adverse effect upon (i) the business, operations, properties, assets or financial condition
of Holdings and its Subsidiaries taken as a whole; provided that, solely for purposes of making any representation or warranty
made as a condition to the effectiveness of this Agreement and the obligation of any Lender to make a Credit Extension on the Restatement
Effective Date and during the first 180 days after the Restatement Effective Date, this clause (i) shall exclude the impact
of the COVID-19 pandemic on the Company’s operations, as described in the lender presentation delivered to the Lenders prior
to the Restatement Effective Date and the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 5, 2020; (ii) the ability of any Credit Party to perform its Obligations; (iii) the legality, validity,
binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies
and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document.


 


“Maturity Date”
means June 8, 2026.


 


“MNPI”
means, on any date, material non-public information with respect to any Credit Party, the Term Loans or any securities issued by
a Credit Party that has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI or any such information
that is disclosed to all Lenders in accordance with the confidentiality provisions of this Agreement) prior to such date to the
extent such information could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s
decision to assign Term Loans to, or acquire Term Loans from, a Credit Party.


 


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


 


“Mortgage”
means a Mortgage substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise modified from time
to time.


 


“Mortgage Amendment”
has the meaning assigned to that term in section 5.12(c).


 


“Multiemployer
Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 4001(a)(3)
of ERISA to which Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates (i) makes or is obligated to
make contributions; (ii) during the preceding five plan years, has made or been obligated to make contributions; or (iii) has
any actual or contingent liability.


 






    	 	27	 



     


    

 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including any Group Member or any ERISA Affiliate) at
least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Net Asset Sale
Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received
by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received)
received by Holdings or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred
in connection with such Asset Sale, including (a) income taxes estimated in good faith by the seller thereof to be payable by the
seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets
in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) brokerage fees and
legal expenses incurred directly attributable to such Asset Sale; and (d) any reserves required to be established by the seller
thereof in accordance with GAAP against liabilities reasonably anticipated and directly attributable to the Asset Sale, including
pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under indemnification
obligations associated with such Asset Sale.


 


“Net Cash Balance”
means, at any time, the (a) sum of all Cash and Cash Equivalents held by Credit Parties minus (b) the sum of the aggregate principal
amount of loans outstanding under the Revolving Credit Facility plus the aggregate maximum amount which may be drawn under all
letters of credit issued under the Revolving Credit Facility.


 


“Net Insurance/Condemnation
Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries
(a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets
of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant
to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual
and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims
of Holdings or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such
assets as referred to in clause (i)(b) of this definition, including income taxes estimated in good faith by the seller thereof
to be payable as a result of any gain recognized in connection therewith.


 


“Non-U.S. Lender”
means a Lender that is not a U.S. Person.


 


“Note”
means a Term Loan Note.


 


“Notice”
means a Funding Notice or a Conversion/Continuation Notice.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 









    	 	28	 



     


    

 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that,
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a
federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of
recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligations”
means all obligations of every nature of each Credit Party from time to time owed to the Agents (including former Agents), the
Lenders or any of them, under any Credit Document, whether for principal, interest (including interest which, but for the filing
of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is
allowed against such Credit Party for such interest in the related bankruptcy proceeding), payments for fees, expenses, indemnification
or otherwise.


 


“Obligee Guarantor”
has the meaning assigned to that term in Section 7.7.


 


“Organizational
Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization,
as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership,
as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement,
as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating
agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational
Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such governmental official.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered,
enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, or engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any
Credit Document).


 


“Other Debt”
has the meaning assigned to that term in Section 6.16.


 


“Other Taxes”
means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration,
receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.22).


 






    	 	29	 



     


    

 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar
borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the
NYFRB as set forth on the Federal Reserve Bank of New York’s Website from time to time) and published on the next
succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


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


 


“Pension Plan”
means any Employee Benefit Plan (including a Multiple Employer Plan, but not including a Multiemployer Plan) which is subject to
Title IV of ERISA, Section 412 of the Internal Revenue Code, or Section 302 of ERISA (i) which is or was sponsored, maintained
or contributed to by, or required to be contributed to by Holdings or any of its Subsidiaries or any respective ERISA Affiliates;
or (ii) with respect to which Holdings or any of its Subsidiaries or any respective ERISA Affiliates has any actual or contingent
liability.


 


“Perfection
Deliverables” means, with respect to any Credit Party, or any Person that becomes a Credit Party pursuant to Section
5.10 and to the extent required to be delivered under such Section:


 


(i)            evidence satisfactory to Collateral Agent of the compliance by such Credit Party of its obligations under the Pledge and
Security Agreement and the other Collateral Documents (including its obligations (A) to execute and deliver (x) UCC financing statements,
(y) originals of securities, instruments and chattel paper and (z) any agreements governing deposit and/or securities accounts
as provided therein, and (B) to file intellectual property security agreements with the United States Patent and Trademark Office
and the United States Copyright Office);


 


(ii)           to the extent required to be delivered by the Collateral Agent, the results of searches, by Persons satisfactory to Collateral
Agent, of all effective UCC financing statements (or equivalent filings), fixture filings and all judgment and tax lien filings
which may have been made with respect to any personal or mixed property of such Credit Party, and of filings with the United States
Patent and Trademark Office and the United States Copyright Office, together with copies of all such filings disclosed by such
searches, and (B) UCC termination statements (or similar documents), releases to be filed with the United States Patent and Trademark
Office and the United States Copyright Office, and other filings duly executed by all applicable Persons for filing in all applicable
jurisdictions and offices as may be necessary to terminate any effective UCC financing statements (or equivalent filings) and other
filings disclosed in such searches (other than any such financing statements in respect of Permitted Liens);


 


(iii)          to
the extent required to be delivered by the Collateral Agent, opinions of counsel (which counsel shall be reasonably satisfactory
to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in the
Collateral of such Credit Party and such other matters as Collateral Agent may reasonably request, in each case in form and substance
reasonably satisfactory to Collateral Agent; and


 









    	 	30	 



     


    

 


(iv)            
 evidence that such Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused
to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes
evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and
recording (other than as set forth herein) reasonably required by Collateral Agent.


 


“Permitted Acquisition”
means any acquisition by the Company or any of its wholly-owned Guarantor Subsidiaries, whether by purchase, merger or otherwise,
of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person;
provided, that: (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing or would result therefrom; (ii) all transactions in connection therewith shall be consummated, in all material
respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations; (iii) in the
case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’
qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary
of the Company in connection with such acquisition shall be owned not less than 80% by the Company or a Guarantor Subsidiary thereof,
and the Company shall have taken, or caused to be taken, each of the actions (and within the time periods) set forth in Sections
5.10 and/or 5.11, as applicable; (iv) any Person or assets or division as acquired in accordance herewith shall be in same business
or lines of business in which the Company and/or its Subsidiaries are engaged as of the Restatement Effective Date or any business
reasonably related thereto; and (v) each such Permitted Acquisition shall be effectuated pursuant to the terms of a consensual
merger or stock purchase agreement or other consensual acquisition agreement between the Company or the applicable Subsidiary and
the applicable seller or Person being so acquired.


 


“Permitted
Holdings Reincorporation” means a change of the jurisdiction of organization of Holdings from Delaware to
Wisconsin; provided that (i) no Default exists or would result therefrom and the representations and warranties
contained in Section 4 and the other Credit Documents (other than any representation to the effect the Holdings is
incorporated in Delaware and not in Wisconsin) are true and correct in all material respects (or in all respects, if
qualified by materiality) on and as of that date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects (or in all respects, if qualified by materiality) on and
as of such earlier date, (ii) the person resulting therefrom shall be named Douglas Dynamics, Inc., and shall be a
corporation organized under the laws of the state of Wisconsin, and shall expressly confirm its obligations under this
Agreement and the other Credit Documents to which it is a party pursuant to a confirmation in form and substance reasonably
satisfactory to the Administrative Agent, (iii) the Borrower Representative shall have provided 30 days’ prior written
notice to the Administrative Agent of such Permitted Holdings Reincorporation, (iv) Holdings shall be in compliance, before
and after such Permitted Holdings Reincorporation, with all its covenants and obligations under this Agreement and the other
the Credit Documents, (v) each other Credit Party shall in connection therewith expressly confirm its obligations under this
Agreement and the other Credit Documents to which it is a party pursuant to a confirmation in form and substance reasonably
satisfactory to the Administrative Agent, (vi) Holdings and, to the extent requested by the Administrative Agent, each other
Credit Party, shall have executed and delivered, as applicable, such supplemental Collateral Documents (including additional
UCC and other filings) as the Administrative Agent shall reasonably request, each in form and substance reasonably
satisfactory to the Administrative Agent, (vii) the Credit Parties shall have taken all corresponding actions required
pursuant to the Revolving Credit Facility and the Intercreditor Agreement and (viii) Holdings and, to the extent applicable,
each other Credit Party, shall have delivered opinions of counsel and related officers’ certificates reasonably
requested by the Administrative Agent with respect to the execution and delivery and enforceability of the documents referred
to above and the compliance of such Permitted Holdings Reincorporation with the provisions hereof, and all such opinions of
counsel shall be satisfactory to the Administrative Agent; and provided, further, that (x) if the foregoing are
satisfied, all references hereunder and under the other Credit Documents to Holdings shall be references to Holdings as so
reincorporated and (y) notwithstanding any provision of Section 10.5, the Administrative Agent and the Collateral Agent are
each hereby authorized by the Lenders to make any amendments to the Credit Documents that are necessary to reflect the
foregoing.


 






    	 	31	 



     


    

 


“Permitted Liens”
means each of the Liens permitted pursuant to Section 6.2.


 


“Permitted Refinancing”
means, with respect to any Indebtedness, extensions, renewals, refinancings or replacements of such Indebtedness; provided
that such extensions, renewals, refinancings or replacements (i) are on terms and conditions (including the terms and conditions
of any guarantees of or other credit support for such Indebtedness) not materially less favorable taken as a whole to the Company
and its Subsidiaries, the Administrative Agent, the Collateral Agent or the Lenders than the terms and conditions of the Indebtedness
being extended, renewed, refinanced or replaced, (ii) do not add as an obligor any Person that would not have been an obligor under
the Indebtedness being extended, renewed replaced or refinanced, (iii) do not result in a greater principal amount or shorter remaining
average life to maturity than the Indebtedness being extended, renewed replaced or refinanced and (iv) are not effected at any
time when a Default or Event of Default has occurred and is continuing or would result therefrom.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


 


“Phase I
Report” means, with respect to any Facility, a report that (i) conforms to the ASTM Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527, (ii) was conducted no more
than six months prior to the date such report is required to be delivered hereunder, by one or more environmental consulting
firms reasonably satisfactory to Administrative Agent, (iii) includes an assessment of asbestos-containing materials
at such Facility, (iv) is accompanied by (a) an estimate of the reasonable worst-case cost of investigating and
remediating any Hazardous Materials Activity identified in the Phase I Report as giving rise to an actual or potential
material violation of any Environmental Law or as presenting a material risk of giving rise to a material Environmental
Claim, and (b) a current compliance audit setting forth an assessment of Holdings’, its Subsidiaries’ and
such Facility’s current and past compliance with Environmental Laws and an estimate of the cost of rectifying any
non-compliance with current Environmental Laws identified therein and the cost of compliance with reasonably anticipated
future Environmental Laws identified therein.


 






    	 	32	 



     


    

 


“Pledge and
Security Agreement” means the Second Amended and Restated Term Pledge and Security Agreement dated as of June 8,
2020 by the Borrower and each Guarantor, substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise
modified from time to time.


 


“Prepayment
Amount” has the meaning assigned to that term in Section 2.14(d).


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer
quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal
Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including
the date such change is publicly announced or quoted as being effective.


 


“Principal Office”
means the Administrative Agent’s principal office in New York City, or such other office as the Administrative Agent may
from time to time designate in writing to the Borrower and each Lender.


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding
in any jurisdiction.


 


“Projections”
has the meaning assigned to that term in Section 4.8.


 


“Pro Rata Share”
means, with respect to all payments, computations and other matters relating to the Term Loans of any Lender, the percentage obtained
by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders.


 


“Public Lender”
means a Lender whose representatives may trade in securities of Holdings, the Borrower or any of their respective Subsidiaries
while in possession of the financial statements provided by the Borrower under the terms of this Agreement.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC Credit
Support” has the meaning assigned to that term in Section 10.28.


 


“Quotation Day”
means with respect to any Eurodollar Rate Loan for any Interest Period, two Business Days prior to the commencement of such Interest
Period.


 


“Real Estate
Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party
in any real property.


 









    	 	33	 



     


    

 


“Real Estate
Asset Deliverables” means, with respect to any Real Estate Asset, and to the extent required to be delivered pursuant
to Section 5.11 or Section 5.12:


 


(i)            fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions,
encumbering such Real Estate Asset;


 


(ii)           at
the request of the Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent)
in each state in which such Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be
recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably
satisfactory to Collateral Agent;


 


(iii)          at
the request of the Collateral Agent, (a) ALTA mortgagee title insurance policies or unconditional commitments therefore issued
by one or more title companies reasonably satisfactory to the Collateral Agent with respect to such Real Estate Asset, in amounts
satisfactory to the Collateral Agent with respect to such Real Estate Asset, dated as of the date of the recording of the Mortgage
with respect to such Real Estate Asset and otherwise in form and substance reasonably satisfactory to Collateral Agent (each,
a “Title Policy”), and copies of all recorded documents listed as exceptions to title or otherwise referred
to therein and (b) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate
governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance
of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection
with recording the Mortgages for such Real Estate Asset in the appropriate real estate records;


 


(iv)          a
completed Federal Emergency Management Agency Standard Flood Hazard Determination and evidence of flood insurance with respect
to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Federal Reserve Board, in form and substance reasonably satisfactory
to Collateral Agent;


 


(v)           at the request of the Collateral Agent, ALTA surveys of such Real Estate Asset, certified to Collateral Agent and dated
as of a date acceptable to the title company for removal of the survey exceptions in the Title Policy for such Real Estate Asset,
and otherwise in form and substance reasonably satisfactory to the Collateral Agent;


 


(vi)          with
respect only to any Real Estate Asset described in Section 5.11 hereof, upon request of the Administrative Agent, a USPAP and
FIRREA appraisal of each such Real Estate Asset prepared by an MAI appraiser reasonably acceptable to the Administrative Agent
on which the Agents and the Lenders (and their respective permitted assigns) may rely; and


 


(vii)         a
landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property,
mortgagee of owned property or bailee with respect to any warehouse; provided that the failure to deliver such
landlord’s agreement, mortgagee agreement or bailee letter shall not be a Default hereunder so long as the Credit
Parties use commercially reasonable efforts to obtain such landlord’s agreement, mortgagee agreement or bailee
letter.


 






    	 	34	 



     


    

 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Collateral Agent.


 


“Refinancing”
means the repayment in full of all non-converted Term Loans on the Restatement Effective Date, prepayment of all loans outstanding
under the Revolving Credit Facility on the Restatement Effective Date and payment of fees and expenses related to the foregoing.


 


“Register”
has the meaning assigned to that term in Section 10.6(e).


 


“Regulation D”
means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Related Fund”
means, with respect to any Lender that is an investment fund, any other investment fund or similar investment vehicle that invests
in commercial loans and that is managed or advised by (i) the Lender, (ii) an Affiliate of Lender or (iii) the same investment
advisor as such Lender or by an Affiliate of such investment advisor.


 


“Related Lender
Assignment” has the meaning assigned to that term in Section 10.6(b).


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person’s Affiliates.


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of
any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous
Material through the air, soil, surface water or groundwater.


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 


“Replaced Term
Loans” has the meaning assigned to that term in Section 10.5(f).


 









    	 	35	 



     


    

 


“Replacement
Lender” has the meaning assigned to that term in Section 2.22.


 


“Replacement
Term Loans” has the meaning assigned to that term in Section 10.5(f).


 


“Requisite Lenders”
means one or more Lenders having or holding Term Loan Exposure and representing more than 50% of the sum of the aggregate Term
Loan Exposure of all Lenders.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Restatement
Effective Date” has the meaning specified in the Amendment and Restatement Agreement, which date was June 8, 2020.


 


“Restricted
Payment” means (i) any dividend or other distribution (including, for the avoidance of doubt, any payment pursuant
to Section 6.5(d)), direct or indirect, on account of any shares of any class of stock (or of any other Capital Stock) of Holdings,
the Company or any of their respective Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of
that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class of stock (or of any other Capital Stock) of Holdings,
the Company or any of their respective Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock (or of any other
Capital Stock) of Holdings, the Company or any of their respective Subsidiaries now or hereafter outstanding; and (iv) any
payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect to, any Indebtedness permitted pursuant to
Sections 6.1(b), 6.1(e) (in respect of Indebtedness incurred under Sections 6.1(b), 6.1(h) or 6.1(k) (to the extent constituting
subordinated Indebtedness)).


 


“Revolving Credit
Documents” means all documents, instruments or agreements executed and delivered by Holdings or any of its Subsidiaries
for the benefit of any agent or lender in connection with the Revolving Credit Facility.


 


“Revolving Credit
Facility” means the senior secured revolving credit facility pursuant to the Third Amended and Restated Credit and Guaranty
Agreement dated as of the Restatement Effective Date among Holdings, the Company, Fisher, DD Finance, the lenders party thereto,
JPMorgan Chase Bank, N.A. as administrative agent and JPMorgan Chase Bank, N.A., as collateral agent, as it may be further amended,
modified, refinanced or replaced from time to time, including amendments increasing the principal amount of revolving loans available
thereunder.


 


“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 the Office of Foreign Assets Control of the U.S. Department of the Treasury 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.


 









    	 	36	 



     


    

 


“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time
of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security
Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or
(c) any Person owned or controlled by any such Person or Persons.


 


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


 


“Second Offer”
has the meaning assigned to that term in Section 2.14(d).


 


“Second Priority”
means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Secured Debt
Ratio” means the ratio as of the date of determination of (i) Consolidated Secured Debt, less unrestricted Cash
and Cash Equivalents of the Company and its Subsidiaries in excess of $1,000,000 (up to a maximum amount of $50,000,000) as of
any date of determination, the contents of which are in a Blocked Account or in a securities account subject to a valid First Priority
Lien in favor of the Collateral Agent and a control agreement in favor of the Collateral Agent on terms satisfactory to the Collateral
Agent in its sole discretion, in each case, as of such date, to (ii) Consolidated Adjusted EBITDA for the Test Period.


 


“Secured Parties”
has the meaning assigned to that term in the Pledge and Security Agreement.


 


“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates
of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Shared Collateral”
means, with respect to any Floor Planning Facility, the portion of the Collateral securing the Obligations that secures such Floor
Planning Facility as permitted under Section 6.2(p).


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 









    	 	37	 



     


    

 


“SOFR-Based
Rate” means SOFR, Compounded SOFR or Term SOFR.


 


“Solvency Certificate”
means a Solvency Certificate of the chief financial officer of Holdings and the Borrower substantially in the form of Exhibit G.


 


“Solvent”
means, with respect to any Person, that as of the date of determination both (A) (i) the then fair saleable value of the property
of such Person is (y) greater than the total amount of liabilities (including contingent liabilities) of such Person and (z) not
less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become
absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; (ii)
such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction;
and (iii) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will
incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (B) such Person is
 “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers
and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected
to become an actual or matured liability.


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation
D). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Rate Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subject Transaction”
has the meaning assigned to that term in Section 6.8(a).


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees
or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of
that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled
by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed
to be outstanding.


 


“Supported QFC”
has the meaning assigned to that term in Section 10.28.


 









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“Taxes”
means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term Loan”
means an extension of credit by a Lender to the Borrower pursuant to Sections 2.1(a) (including the 2020 Term B Loans), 2.8 and
2.23, as applicable.


 


“Term Loan Commitment”
means (i) in the case of an 2020 Additional Term B Lender, the 2020 Additional Term B Commitment of such 2020 Additional Term B
Lender and (ii) in the case of a 2020 Amendment Consenting Lender, the commitment of such Lender to convert its 2020 Converted
Term Loan into a 2020 Term B Loan hereunder, in each case on the Restatement Effective Date, expressed as an amount representing
the maximum principal amount of the Term Loan to be made or converted by such Lender hereunder and “Term Loan Commitments”
means such commitments of all Lenders in the aggregate. The aggregate amount of the Term Loan Commitments as of the Restatement
Effective Date is $275,000,000.


 


“Term Loan Exposure”
means, with respect to any Lender as of any date of determination, the outstanding principal amount of the Term Loans of such Lender;
provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to the
principal amount of the Term Loans of such Lender’s Term Loan Commitment.


 


“Term Loan Joinder
Agreement” means the Term Loan Joinder Agreement, substantially in the form of Exhibit N hereto.


 


“Term Loan Note”
means a promissory note in the form of Exhibit B, as it may be amended, supplemented or otherwise modified from time to time.


 


“Term Priority
Collateral” has the meaning assigned to that term in the Intercreditor Agreement.


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Terminated
Lender” has the meaning assigned to that term in Section 2.22.


 


“Test Period”
means, at any time, the four Fiscal Quarters last ended (in each case taken as one accounting period) for which financial statements
have been or are required to have been delivered, pursuant to Section 5.1(b) or 5.1(c) (or, prior to the first delivery of financial
statements pursuant to Section 5.1, the four Fiscal Quarter period ended on March 31, 2020).


 


“Title Policy”
has the meaning assigned to that term in the definition of “Real Estate Asset Deliverables.”


 


“Transactions”
means (a) the execution, delivery and performance by each Credit Party of the Credit Documents to which they are to be a
party as of the Restatement Effective Date (and, in the case of the Company, the borrowing of Loans and the use of proceeds
thereof in accordance with the terms hereof), (b) the execution and delivery by each Credit Party of the Revolving Credit
Documents to which they are to be a party as of the Restatement Effective Date (and, in the case of the Company, the
borrowing of loans thereunder and the issuance of letters of credit thereunder and the use of proceeds thereof in accordance
with the terms thereof) and (c) the payment of the fees and expenses incurred in connection with the consummation of the
foregoing.


 






    	 	39	 



     


    

 


“Trynex”
has the meaning assigned to that term in the preamble.


 


“Type of Loan”
means an ABR Loan or a Eurodollar Rate Loan.


 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“UK Financial
Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK Resolution
Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution
of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided
that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will
be deemed to be zero for the purposes of this Agreement.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Special
Resolution Regime” has the meaning assigned to that term in Section 10.28.


 


“U.S. Tax Certificate”
has the meaning assigned to such term in Section 2.19(f)(ii)(D)(2).


 


“Voluntary Term
Loan Prepayments” has the meaning assigned to such term in Section 2.13(d).


 


“Withholding
Agent” means any Credit Party and the Administrative Agent or any other withholding agent for U.S. federal income tax
purposes.


 


“Write-Down
and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United
Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change
the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to
convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide
that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of
those powers.


 






    	 	40	 



     


    

 


“Yield”
means, for any loan on any date on which any “Yield” is required to be calculated hereunder pursuant to Section 2.21,
the internal rate of return on such loan determined by the Administrative Agent in consultation with the Borrower utilizing (a)
the greater of (i) if applicable, any minimum Adjusted LIBO Rate applicable to such loan on such date and (ii) the forward LIBOR
curve (calculated on a quarterly basis) as calculated by the Administrative Agent in accordance with its customary practice during
the period from such date to the earlier of (x) the date that is four (4) years following such date and (y) the maturity date of
such Term Loan; (b) the “Applicable Margin” for such loan on such date (other than any component thereof in any minimum
Adjusted LIBO Rate which shall be determined pursuant to clause (a) above); and (c) the issue price of such loan (after giving
effect to any original issue discount or upfront fees paid to the market in respect of such loan calculated based on an assumed
four (4) year average life to maturity).


 


1.2           Accounting
Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP (provided that 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 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159)
(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 Subsidiary at “fair value”, as defined therein and (ii) any
treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 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). Financial statements and other information required to be delivered by Holdings to Lenders pursuant
to Section 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered
together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations
in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in
conformity with those used to prepare the most recent financial statements referred to in Section 4.7. Notwithstanding anything
to the contrary contained herein, (a) all calculations with respect to definitions, covenants and other provisions hereof
shall be made without giving effect to FASB ASC 825 (Financial Instruments) and (b) any change in accounting for leases pursuant
to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02. Leases (Topic
842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital
lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31,
2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other
Credit Document shall be made or delivered, as applicable, in accordance therewith.


 









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1.3         Interpretation,
etc. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and
 “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.


 


The interest rate on
Eurodollar Rate Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The
London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from
each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of
2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together
with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London
interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be
available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Rate
Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or
an Early Opt-In Election, Section 2.17(a)(ii) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent will promptly notify the Borrower, pursuant to Section 2.17(a)(iv), of any change to the reference rate upon which the interest
rate on Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and
shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank
offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto,
or replacement rate thereof (including (i) any such alternative, successor or replacement rate implemented pursuant to Section
2.17(a)(ii), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation
of any Benchmark Replacement Conforming Changes pursuant to Section 2.17(a)(iii)), including without limitation, whether the composition
or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value
or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to
its discontinuance or unavailability.


 









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1.4       Divisions.
For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
organized and acquired on the first date of its existence by the holders of its Capital Stock at such time.


 


SECTION
2.               
LOANS


 


2.1       Term Loans.


 


(a)         2020 Term B Loan Commitments. Subject to the terms and conditions set forth in the Amendment and Restatement
Agreement, (i) each 2020 Additional Term B Lender agrees to make a loan or loans on the Restatement Effective Date in an amount
equal to the 2020 Additional Term B Commitment (the “2020 Additional Term B Loans”, and together with the 2020
Converted Term Loans, the “2020 Term B Loans”) to the Borrower and (ii) each 2020 Converted Term Loan of each
2020 Amendment Consenting Lender shall be converted into a 2020 Term B Loan of such Lender effective as of the Restatement Effective
Date in a principal amount equal to the principal amount of such Lender’s 2020 Converted Term Loan (or such lesser amount
as notified to such Lender by the Administrative Agent prior to the Restatement Effective Date). Any amount borrowed or converted
under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11, 2.12 and 2.13, all
amounts owed hereunder with respect to the 2020 Term B Loans shall be paid in full no later than the Maturity Date. Each Lender’s
Term Loan Commitment shall terminate immediately and without further action on the Restatement Effective Date after giving effect
to the making by such Lender (if applicable) of, and the conversion by such Lender (if applicable) of 2020 Existing Term Loans
into, 2020 Term B Loans on the Restatement Effective Date.


 


(b)         Borrowing Mechanics for 2020 Term B Loans. The Company shall deliver to the Administrative Agent a fully executed
and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least (x) three Business Days in advance of the Restatement
Effective Date in the case of a Eurodollar Rate Loan to be made on the Restatement Effective Date or (y) one Business Day in advance
of the Restatement Effective Date in the case of an ABR Loan to be made on the Restatement Effective Date. Promptly upon receipt
by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.


 


2.2       [Reserved]


 


2.3       [Reserved]


 


2.4       Pro Rata Shares; Availability of Funds.


 


(a)         Pro
Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender
in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor
shall any Term Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such
other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.


 






    	 	43	 



     


    

 


(b)         Availability
of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such
Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit
Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date
and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding
amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest
thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate
set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base
Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to Administrative Agent
together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent,
at the rate applicable to such Loan. Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Term Loan Commitments or Additional Term Loan Commitments (if applicable) hereunder or to prejudice any rights
that the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


2.5       Use of Proceeds. The proceeds of the 2020 Term B Loans made pursuant to Section 2.1(a) shall be used on
the Restatement Effective Date to effect the Refinancing. The proceeds of the Term Loans made pursuant to Section 2.23 shall be
used for general corporate purposes of the Borrower and its Subsidiaries. No portion of the proceeds of any Credit Extension shall
be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Federal Reserve Board or any other regulation thereof or to violate the Exchange
Act.


 


2.6       Evidence of Debt; Lenders’ Books and Records; Notes.


 


(a)         Lender
Accounts. 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, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(b)      Administrative Agent Account. The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period applicable 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 and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 









    	 	44	 



     


    

 


(c)         Records. The entries made in the accounts maintained pursuant to paragraph (a) or (b) of this Section shall
be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure
of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(d)         Notes. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a Term Loan Note payable to such Lender (or, if requested by such Lender,
to such Lender and its registered assigns). Thereafter, the Loans evidenced by such promissory note and interest thereon shall
at all times (including after assignment pursuant to Section 10.6) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).


 


2.7       Interest on Loans.


 


(a)         Except as otherwise set forth herein, each Term Loan shall bear interest on the unpaid principal amount thereof from
the date made through repayment (whether by acceleration or otherwise) thereof as follows:


 


(i)          
if an ABR Loan, at the Alternate Base Rate plus the Applicable Margin; or


 


(ii)         
if a Eurodollar Rate Loan, at the Adjusted LIBO Rate plus the Applicable Margin.


 


(b)         The
basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate
Loan, shall be selected by the Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice
or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Conversion/Continuation
Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for
determining the rate of interest, then for that day such Loan shall be an ABR Loan.


 


(c)          In
connection with Eurodollar Rate Loans there shall be no more than 10 Interest Periods outstanding at any time. In the event
the Borrower fails to specify between an ABR Loan or a Eurodollar Rate Loan in the applicable Funding Notice or
Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into an
ABR Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as an ABR Loan will remain
as, or (if not then outstanding) will be made as, an ABR Loan). In the event the Borrower fails to specify an Interest Period
for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed
to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each
Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be
final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing
or by telephone confirmed in writing) to the Borrower and each Lender.


 






    	 	45	 



     


    

 


(d)            Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of ABR Loans at times when the Alternate
Base Rate is based on the Prime Rate on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case
of Eurodollar Rate Loans, and ABR Loans at times when the Alternate Base Rate is based on the NYFRB or the Adjusted LIBO Rate,
on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In
computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan
or, with respect to an ABR Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan
to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest
Period applicable to such Loan or, with respect to an ABR Loan being converted to a Eurodollar Rate Loan, the date of conversion
of such ABR Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the
same day on which it is made, one day’s interest shall be paid on that Loan.


 


(e)            Except as otherwise set forth herein, interest on each Loan shall be payable in arrears on and to (i) each Interest
Payment Date applicable to such Loan; (ii) upon any prepayment of such Loan that is a Eurodollar Rate Loan, whether voluntary or
mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including final maturity; provided
that interest shall be due and payable on the Restatement Effective Date with respect to all Term Loans that are not 2020 Converted
Term Loans on the Restatement Effective Date.


 


2.8       Conversion/Continuation.


 


(a)            Subject
to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have
the option:


 


(i)            to convert at any time all or any part of any Term Loan equal to $2,000,000 and integral multiples of $500,000 in
excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted
on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due
under Section 2.17 in connection with any such conversion; or


 


(ii)           upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion
of such Loan equal to $2,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan.


 


(b)            The
Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time)
at least one Business Day in advance of the proposed conversion date (in the case of a conversion to an ABR Loan) and at
least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for
conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable, and
the Borrower shall be bound to effect a conversion or continuation in accordance therewith.


 






    	 	46	 



     


    

 


2.9       Default
Interest. Automatically upon the occurrence and during the continuance of an Event of Default under Sections 8.1(a), 8.1(f)
or 8.1(g) and, upon the notice from the Administrative Agent following the occurrence and during the continuation of any other
Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments
on the Loans not paid when due and any fees and other amounts then due and payable hereunder, shall thereafter bear interest (including
post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand
at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans
(or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise
payable hereunder for ABR Loans; provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period
in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become ABR Loans
and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise
payable hereunder for ABR Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.9
is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice
or limit any rights or remedies of Administrative Agent, Collateral Agent or any Lender.


 


2.10     Fees.


 


(a)            [Reserved].


 


(b)           The
Company agrees to pay to Arranger and Agents such other fees and other payments in the amounts and at the times separately agreed
upon.


 


2.11     Scheduled
Term Loan Payments. The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments in amounts
equal to 0.25% of the principal amount of the Term Loans outstanding on the Restatement Effective Date, on the last day of each
Fiscal Quarter commencing September 30, 2020, with the balance of the Term Loans payable on the Maturity Date (each of such
consecutive quarterly installments and the payment of the balances on the Maturity Date, an “Installment”).


 


Notwithstanding the foregoing,
(y) such Installments shall be reduced pro rata in connection with any voluntary or mandatory prepayments of the Term Loans in
accordance with Sections 2.12, 2.13 and 2.14, as applicable; and (z) the Term Loans, together with all other amounts owed hereunder
with respect thereto, shall, in any event be paid in full no later than the Maturity Date.


 


The Borrower shall repay
to the Administrative Agent for the ratable account of the Lenders holding Loans that are not 2020 Converted Term Loans, the outstanding
principal amount of such Loans that are not 2020 Converted Term Loans on the Restatement Effective Date.





 









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2.12     Voluntary
Prepayments.


 


(a)           Any
time and from time to time (and subject to Section 2.21):



 


(i)            with respect to ABR Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part, in an
aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount; and


 


(ii)           with
respect to Eurodollar Rate Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate
minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount;


 


(b)           All such prepayments shall be made:


 


(i)            upon
not less than one Business Day’s prior written or telephonic notice in the case of ABR Loans; and


 


(ii)           upon
not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans;


 


in each case given to Administrative Agent
by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative
Agent (and Administrative Agent will promptly notify each Lender). Upon the giving of any such notice (which notice shall be irrevocable,
except that if a notice of prepayment is given conditioned upon a refinancing (in whole or in part) of the Obligations and such
financing is not consummated, then such notice of prepayment may be revoked), the principal amount of the Loans specified in such
notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as
specified in Section 2.14(a).


 


2.13     Mandatory Prepayments.


 


(a)            Asset
Sales. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any
Net Asset Sale Proceeds of Term Priority Collateral (or, after the Discharge of ABL Obligations, Net Asset Sale Proceeds of
any Collateral), the Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an
aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event of Default shall have
occurred and be continuing on or as of such first Business Day, the Company shall have the option (exercisable upon written
notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of its
Subsidiaries, to invest Net Asset Sale Proceeds in long-term productive assets of the general type used in the business
of the Company and its Subsidiaries, to make capital expenditures in connection with improvement of capital assets of the
Company or any of its Subsidiaries or to make any Permitted Acquisition or any Investment permitted pursuant to
Section 6.7, in each case within 365 days of receipt thereof (or, if Holdings or the applicable Subsidiary of Holdings
has contractually committed within 365 days of receipt thereof to so invest or apply such Net Asset Sale Proceeds, the within
the later of 365 days after receipt of such Net Asset Sale Proceeds and 180 days after entering into such contractual
commitment) (it being expressly agreed that any Net Asset Sale Proceeds not so invested or applied shall be immediately
offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such
investment at any time that Net Asset Sale Proceeds not so invested or applied shall equal or exceed $5,000,000 in the
aggregate, an amount equal to all such Net Asset Sale Proceeds shall be deposited by the Company, unless waived by
Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent as part of the
Collateral (it being understood that, (x) so long as no Default or Event of Default shall have occurred and be continuing,
Administrative Agent shall release or consent to the release of such funds to the Company upon delivery to Administrative
Agent of a certificate of an officer of the Company certifying that such funds shall, upon release of such funds, be applied
in accordance this Section 2.13(a) and (y) to the extent such amounts are not applied in accordance with, and at the
times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be immediately applied
by Administrative Agent, or immediately paid over to Administrative Agent to be applied, as set forth in
Section 2.14(b)); provided, further, that notwithstanding the foregoing, the Net Asset Sale Proceeds from
any sale leaseback transaction permitted pursuant to Section 6.1(n) hereof shall be offered to be applied as set forth
in Sections 2.14(b) and 2.14(d). In the event that prior to the Discharge of the ABL Obligations Holdings, the Company
or its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a
Subsidiary or is a sale of a division or line of business, then, for purposes of determining the amount of any prepayment
required to be made or offered hereunder, a portion of the proceeds of such Asset Sale in an amount equal to (i) the net book
value of all accounts receivable included in such Asset Sale plus (ii) the appraised fair market value of all
inventory included in such Asset Sale (based on the most recent appraisal delivered under the Revolving Credit Facility)
shall be treated as ABL Priority Collateral and shall not give rise to a prepayment hereunder.


 






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(b)           Insurance/Condemnation
Proceeds. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or
Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds received with respect to Term Priority
Collateral (or, after the Discharge of ABL Obligations, Net Insurance/Condemnation Proceeds of any Collateral), the Company
shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to such Net
Insurance/Condemnation Proceeds; provided, so long as no Default or Event of Default shall have occurred and be
continuing on or as of such first Business Day, the Company shall have the option (exercisable upon written notice thereof to
Administrative Agent on or prior to such first Business Day), directly or through one or more of its Subsidiaries to invest
such Net Insurance/Condemnation Proceeds in long-term productive assets of the general type used in the business of Holdings
and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof,
to make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries or to
make any Permitted Acquisition or any Investment permitted pursuant to Section 6.7, in each case within 365 days of receipt
thereof (or, if Holdings or the applicable Subsidiary of Holdings has contractually committed within 365 days of receipt
thereof to so invest or apply such Net Insurance/Condemnation Proceedings, within the later of 365 days after receipt of such
Net Insurance/Condemnation Proceedings and 180 days after entering into such contractual commitment) (it being expressly
agreed that any Net Insurance/Condemnation Proceeds not so invested or applied shall immediately be offered to be applied as
set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time
that Net Insurance/Condemnation Proceeds not so invested or applied shall equal or exceed $5,000,000 in the aggregate, an
amount equal to all such Net Insurance/Condemnation Proceeds shall be deposited by the Company, unless waived by
Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent (it being understood
that, (x) so long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall release
or consent to the release of such funds to the Company upon delivery to Administrative Agent of a certificate of an officer
of the Company certifying that such funds shall, upon release of such funds, be applied in accordance this Section 2.13(b)
and (y) to the extent such amounts are not applied in accordance with, and at the times required by, this Section 2.13(b),
all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or immediately paid
over to Administrative Agent to be applied, as set forth in Section 2.14(b)).


 






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(c)           Issuance of Debt. No later than the first Business Day following the date of receipt by Holdings or any of
its Subsidiaries of any Cash proceeds from (i) the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other
than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1 (other than Section 6.1(k))) or (ii) the
incurrence of any Indebtedness permitted to be incurred pursuant to Section 6.1(k), the Company shall, in each case, offer to prepay
the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to 100% of such proceeds, net of underwriting
discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses
and in the case of Indebtedness permitted pursuant to Section 6.1(k), Indebtedness used in connection with a Permitted Acquisition
or refinancing other Indebtedness incurred in connection with a Permitted Acquisition.


 


(d)           Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal
Year (commencing with Fiscal Year 2020), the Company shall, no later than 150 days after the end of such Fiscal Year, offer to
prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to the excess of (i) 50% of such
Consolidated Excess Cash Flow over (ii) solely to the extent not financed with Indebtedness, the aggregate amount of all voluntary
prepayments of Term Loans (including Credit Party Purchases) made during such Fiscal Year (it being understood that the aggregate
amount of any such prepayment shall be the amount of the Borrower’s cash payment in respect of such prepayment) (the “Voluntary
Term Loan Prepayments”); provided, however, that if the Leverage Ratio as of the last day of the most recently
completed Fiscal Year for which financial statements have been delivered pursuant to Section 5.1(c) is less than or equal to 3.25
to 1.00, the Company shall not be required to offer to prepay the Loans pursuant to this Section 2.13(d); provided,
further that the Company shall not be required to make any offer to prepay the Loans pursuant to this Section 2.13(d) at
any time if after giving effect to such prepayment, the Excess Cash Flow Payment Conditions for mandatory prepayments pursuant
to this Section 2.13(d) would not be satisfied. In the event that the Company is not required to offer to make a payment during
the first 150 days of a Fiscal Year because the Excess Cash Flow Payment Conditions for such payment were not satisfied and after
the 150 days the Company satisfies the Excess Cash Flow Payment Conditions, then within 10 Business Days of satisfying such Excess
Cash Flow Payment Conditions, the Company shall make an offer to prepay in accordance with this Section 2.13(d).


 


(e)           Prepayment
Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.13(a) through 2.13(d), the Company
shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of
the applicable net proceeds or Consolidated Excess Cash Flow as the case may be. In the event that the Company shall
subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Company shall
promptly make an additional prepayment of the Loans and the Company shall concurrently therewith deliver to Administrative
Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.


 






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2.14     Application
of Prepayments/Reductions.


 


(a)            Application
of Voluntary Prepayments. Any prepayment of any Loan pursuant to Section 2.12 shall be applied to prepay Term Loans as directed
by the Borrower to the remaining scheduled Installments of principal of the Term Loans, or in the absence of such direction on
a pro rata basis to the remaining scheduled Installments of principal of the Term Loans.


 


(b)           Application
of Mandatory Prepayments. Subject to Section 2.14(d), any prepayment of any Loan pursuant to Section 2.13 shall be applied
to prepay Term Loans on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans.


 


(c)           Application
of Prepayments of Loans to ABR Loans and Eurodollar Rate Loans. Any prepayment thereof shall be applied first to ABR Loans
to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of
any payments required to be made by the Borrower pursuant to Section 2.17(c).


 


(d)           Lender Opt-out. With respect to any prepayment of Term Loans pursuant to Section 2.13, any Lender, at its
option, may elect not to accept such prepayment. Upon the dates set forth in Section 2.13 for any such prepayment of Term Loans,
the Borrower shall notify the Administrative Agent of the amount that is available to prepay the Term Loans (the “Prepayment
Amount”). Promptly after the date of receipt of such notice, the Administrative Agent shall provide written notice (the
 “First Offer”) to the Lenders of the amount available to prepay the Term Loans. Any Lender declining such prepayment
(a “Declining Lender”) shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later
than two Business Days after the date of such notice from the Administrative Agent. On such date the Administrative Agent shall
then provide written notice (the “Second Offer”) to the Lenders other than the Declining Lenders (such Lenders
being the “Accepting Lenders”) of the additional amount available (due to such Declining Lenders’ declining
such prepayment) to prepay Term Loans owing to such Accepting Lenders, such available amount to be allocated on a pro rata basis
among the Accepting Lenders that accept the Second Offer. Any Lender declining prepayment pursuant to such Second Offer shall give
written notice thereof to the Administrative Agent by 11:00 a.m. no later than one Business Day after the date of such notice of
a Second Offer. The Borrower shall prepay the Loans as set forth in Section 2.13 within one Business Day after its receipt of notice
from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts
with respect to the First Offer and the Second Offer to Accepting Lenders shall be retained by the Borrower.


 






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2.15     General
Provisions Regarding Payments.


 


(a)            The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or other
Obligations) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off
or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at its offices at 383 Madison Avenue, New York, New York, except that
payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.


 


(b)           All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on
the principal amount being repaid or prepaid. If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards
payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such parties.


 


(c)            If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to
the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall
not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans
to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party
pursuant to Section 10.6(i). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights
of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.


 


(d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount
so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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(e)            If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d),
10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.


 


(f)            Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected
Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent
shall give effect thereto in apportioning payments received thereafter.


 


(g)           If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall
have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of
the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and
Security Agreement.


 


2.16     [Reserved].


 


2.17     Making
or Maintaining Eurodollar Rate Loans.


 


(a)            Alternate
Rate of Interest.


 


(i)             Subject
to clauses (ii), (iii), (iv) and (v) of this Section 2.17(a), if prior to the commencement of any Interest Period for a Eurodollar
Rate Loan:


 


(A)            
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the
LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or


 


(B)             
the Administrative Agent is advised by the Requisite Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans (or its Loan) included in such Borrowing for such Interest Period;


 


then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as
promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (A) any Conversion/Continuation Notice that requests the
conversion of any Loan to, or continuation of any Loan as, a Eurodollar Rate Loan shall be ineffective, (B) if any
Funding Notice requests a Eurodollar Rate Loan, such borrowing shall be made as an ABR Borrowing and (C) if the
circumstances giving rise to such notice affect only one Type of Loan, then the other Type of Loans shall be permitted.


 






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(ii)            Notwithstanding
anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Early
Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with
a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on
the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower,
so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from
Lenders comprising the Requisite Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based
Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment
with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Requisite Lenders have
delivered to the Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of LIBO
Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.


 


(iii)           In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to
make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement.


 


(iv)          The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or
an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.17, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this
Section 2.17.


 


(v)           Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Conversion/Continuation
Notice that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Rate Loan shall be ineffective
and (ii) if any Funding Notice requests a Eurodollar Revolving Loan, such borrowing shall be made as an ABR Borrowing.


 









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(b)           Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have
determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after
consultation with the Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans
(i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force
of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the Restatement Effective Date which materially and adversely affect the London interbank market or the position
of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it
shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and Administrative Agent
of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation
of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall
be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate
Loan then being requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender
shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) an ABR Loan, (3) the Affected Lender’s
obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at
the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required
by law, and (4) the Affected Loans shall automatically convert into ABR Loans on the date of such termination. Notwithstanding
the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being
requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Borrower shall have the option,
subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders
by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date
on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent
shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section
2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans
to, Eurodollar Rate Loans in accordance with the terms hereof.


 


(c)            Compensation
for Breakage or Non-Commencement of Interest Periods. In the event of (a) the payment of any principal of any
Eurodollar Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any Eurodollar Rate Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Rate Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Rate Loan 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, then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense to
any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate
that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof.


 






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(d)           Booking
of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of
its branch offices or the office of an Affiliate of such Lender.


 


(e)            Assumptions
Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.17 and
under Section 2.18 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through
the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted
LIBO Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest
Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such
Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable
under this Section 2.17 and under Section 2.18.


 


2.18     Increased
Costs; Capital Adequacy.


 


(a)            If any Change in Law shall:


 


(i)             impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate);


 


(ii)            impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate
Loans made by such Lender; or


 


(iii)           subject
any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Other Connection Taxes on
gross or net income, profits or revenue (including value-added or similar Taxes));


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Rate Loan (or of maintaining
its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Recipient hereunder (whether
of principal, interest or otherwise), then the Borrower will pay to such Recipient, as the case may be, such additional amount
or amounts as will compensate such Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 









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(b)           If
any Lender determines that any Change in Law regarding capital requirements or liquidity has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to
such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.


 


(c)           A
certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.


 


(d)           Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such
Lender, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


2.19     Taxes;
Withholding, etc.


 


(a)           Withholding
of Taxes; Gross-Up. Each payment by any Credit Party under any Credit Document shall be made without withholding for any Taxes,
unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good
faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount
of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes,
then the amount payable by such Credit Party shall be increased as necessary so that, net of such withholding (including such
withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would
have received had no such withholding been made.


 


(b)            Payment
of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.


 


(c)            Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental
Authority pursuant to this Section 2.19, such Credit 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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(d)           Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient
for the full amount of any Indemnified Taxes that are paid or payable by such Recipient or required to be withheld or deducted
from a payment to a Recipient in connection with any Credit Document (including any Indemnified Taxes imposed on or attributable
to amounts paid or payable under this Section 2.19(d)) and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The
indemnity under this Section 2.19(d) shall be paid within 10 days after the Recipient delivers to any Credit Party a certificate
stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification
claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver
a copy of such certificate to the Administrative Agent.


 


(e)            Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent and the Collateral
Agent for the full amount of any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Credit Party has
not already indemnified the Administrative Agent or the Collateral Agent for such Indemnified Taxes and without limiting the obligation
of the Credit Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent or the Collateral
Agent in connection with any Credit 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. The indemnity under this Section
2.19(e) shall be paid within 10 days after the Administrative Agent or the Collateral Agent delivers to the applicable Lender a
certificate stating the amount of Taxes so paid or payable by the Administrative Agent or the Collateral Agent. Such certificate
shall be conclusive of the amount so paid or payable 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 Credit 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 Section
2.19(e).


 


(f)            Status
of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with
respect to any payments under any Credit 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, or at a
reduced rate of, withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall
deliver such other documentation prescribed by 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 any withholding
(including 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 2.19(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of such Borrower or the Administrative Agent,
any Lender shall update any form or certification previously delivered pursuant to this Section 2.19(f). If any form or
certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with
respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or
inaccuracy) notify such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and
update the form or certification if it is legally eligible to do so.


 






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(ii)            Without
limiting the generality of the foregoing, if the Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if
it is legally eligible to do so, deliver to such Borrower and the Administrative Agent (in such number of copies reasonably requested
by such Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed
and executed copies of whichever of the following is applicable:


 


(A)            in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that payments made to such Lender under the
Credit Documents are exempt from U.S. Federal backup withholding tax;


 


(B)             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
(1) with respect to payments of interest under any Credit Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from,
or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect
to any other applicable payments under this Agreement, IRS Form W-8BEN or W-8BEN-E 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;


 


(C)             in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected
with the conduct of a trade or business in the United States by such Lender, IRS Form W-8ECI;


 


(D)             in
the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code both (1) IRS Form W-8BEN or W-8BEN-E and (2) a certificate substantially in the form of Exhibit F (a “U.S.
Tax Certificate”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A)
of the Internal Revenue Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Internal Revenue Code and (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal
Revenue Code;


 


(E)             in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including
a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses
(A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership
if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one
or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, such
Lender may provide a U.S. Tax Certificate on behalf of such partners; or


 









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(F)             any
other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together
with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of
Tax (if any) required by law to be withheld.


 


(iii)           If a payment made to a Lender under any Credit 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Withholding Agent, at
the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations
under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary,
to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.19(f)(iii), “FATCA”
shall include any amendments made to FATCA after the Restatement Effective Date.


 


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


 


(g)           Treatment
of Certain Refunds. 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 2.19 (including additional amounts paid pursuant to
this Section 2.19), 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 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
any 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 to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 2.19(g), in no event will any indemnified party be required
to pay any amount to any indemnifying party pursuant to this Section 2.19(g) if such payment would place such indemnified party
in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid. This Section 2.19(g) shall not be construed to
require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems
confidential) to the indemnifying party or any other Person.


 









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(h)           Survival. Each party’s obligations under this Section 2.19 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 Credit Document.


 


2.20     Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such
Lender responsible for administering its Loans, as the case may be, becomes aware of the occurrence of an event or the existence
of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments
under Section 2.17, 2.18 or 2.19, it will, to the extent not inconsistent with the internal policies of such Lender and any
applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions,
including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem
reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist
or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.17, 2.18 or 2.19
would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining
of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely
affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office
pursuant to this Section 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result
of utilizing such other office as described in clause (i) above. A certificate as to the amount of any such expenses payable by
the Borrower pursuant to this Section 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted
by such Lender to the Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.


 


2.21     Soft-Call
Premium. In the event that, at any time on or prior to the twelve-month anniversary of the Restatement Effective Date, (i)
this Agreement is amended or modified or any provision of this Agreement is waived and such amendment or modification to this
Agreement or such waiver has the effect of reducing the interest rate or the Yield applicable to the Loans (other than any waiver
of default interest) or (ii) the Borrower makes any mandatory or voluntary prepayment of the Loans with the proceeds of any term
loan Indebtedness under any credit facility (including any new or additional term loans under this Agreement) which term indebtedness
has a lower Yield than the Yield of the Loans, then, the Borrower agrees to pay to the Administrative Agent, (x) in the case of
clause (i), for the account of each Lender that agrees to such amendment (or that is removed pursuant to the last paragraph of
Section 2.22) a fee in an amount equal to 1.00% of such Lender’s Loans outstanding on the effective date of such amendment
and (y) in the case of clause (ii), for the account of each Lender a fee in an amount equal to 1.00% of such Lender’s Loans
that are being prepaid as a result of such prepayment.


 






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2.22     Removal
or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(i) any
Lender (an “Increased-Cost Lender”) shall give notice to Representative that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (ii) the
circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments
shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the
Borrower’s request for such withdrawal; (b) in connection with any proposed amendment, modification, termination,
waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of
Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a
 “Non-Consenting Lender”) whose consent is required shall not have been obtained; or (c) any Lender (or
its Lender Parent) has become the subject of a Bail-In Action (a “Bailed-In Lender”); then, with respect
to each such Increased-Cost Lender, Non-Consenting Lender or Bailed-In Lender (the “Terminated
Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election
to do so, or Administrative Agent may, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably
agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement
Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender (or, with respect to a Bailed-In
Lender, the Bailed-In Lender, the Replacement Lender or the Borrower, at the Borrower’s election) shall pay any fees
payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement
Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all accrued, but
theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such
assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or
2.19, or otherwise as if it were a prepayment; (3) in the event such Terminated Lender is a Non-Consenting Lender,
each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated
Lender was a Non-Consenting Lender and (4) each party hereto agrees that an assignment required pursuant to this
paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the
Replacement Lender, and that the Terminated Lender need not be a party thereto in order for such assignment to be effective.
Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute
a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification
hereunder shall survive as to such Terminated Lender.


 






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2.23       
Incremental Term Loans.


 


(a)               Request
and Conditions. The Borrower may by written notice to the Administrative Agent elect to request the establishment of one
or more (but in no event more than three (3)) additional term loan commitments (the “Additional Term Loan
Commitments”) in an aggregate amount for all such Additional Term Loan Commitments established after the
Restatement Effective Date not in excess of (i) $100,000,000, plus (ii) an additional amount so long as after giving effect
to the making of the Loans pursuant to the Additional Term Loan Commitments (the “Additional Term Loans”),
the First Lien Debt Ratio is not greater than 3.25 to 1.00 (it being understood that in determining the amount of
unrestricted Cash of the Company for purposes of calculating the First Lien Debt Ratio, the proceeds of the Additional Term
Loans shall not be included); provided that for purposes of the calculation of the First Lien Debt Ratio in connection
with any incurrence of Additional Term Loans in reliance on clause (ii), any concurrent incurrence of Additional Term Loans
in reliance on clause (i) shall be disregarded. Each such notice shall specify (a) the date (each, an
 “Increased Amount Date”) on which the Borrower proposes that the Additional Term Loan Commitments shall be
effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the
Administrative Agent or such earlier date as may reasonably be acceptable to the Administrative Agent and (b) the identity of
each Lender or other Person that is an Eligible Assignee (each, a “Additional Term Loan Lender”) to whom
the Borrower proposes any portion of such Additional Term Loan Commitments be allocated and the amounts of such allocations; provided that
any Lender approached to provide all or a portion of the Additional Term Loan Commitments may elect or decline, in its sole
discretion, to provide an Additional Term Loan Commitment. Such Additional Term Loan Commitments shall become effective, as
of such Increased Amount Date; provided that (1) the minimum amount of Additional Term Loan Commitments that may be
requested for any Increased Amount Date shall be $10,000,000 and integral multiples of $1,000,000 in excess of that amount;
(2) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional
Term Loan Commitments (provided that with respect to any use of the Additional Term Loan Commitments for a Permitted
Acquisition, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall exist); (3) both before and after giving effect
to the making of any Additional Term Loan Commitments, the representations and warranties contained herein and in the other
Credit Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and
as of such Increased Amount Date to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such
earlier date (provided that with respect to any use of the Additional Term Loan Commitments for a Permitted
Acquisition, such representations and warranties shall be so true and correct as of the date of entry into the applicable
acquisition documentation, and the only representations and warranties that need be so true and correct on the Increased
Amount Date are those customarily made in connection with acquisition financings (as reasonably determined by the
Administrative Agent and the applicable lenders in respect of such Additional Term Loan Commitments) or as otherwise required
by the applicable lenders in respect of such Additional Term Loan Commitments); (4) the terms of the Additional Term Loan
Commitments shall be reasonably satisfactory to the Administrative Agent and in compliance with the terms and provisions of
this Section; (5) the Additional Term Loan Commitments, as applicable, shall be effected pursuant to one or more Term Loan
Joinder Agreements executed and delivered by the Borrower, and the Administrative Agent, and each of which shall be recorded
in the Register and shall be subject to the requirements set forth in Section 2.19(c); (6) the Borrower shall deliver or
cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent or Collateral Agent
in connection with any such transaction; and (7) the Administrative Agent shall have consented (such consent not to be
unreasonably withheld or delayed) to each Additional Term Loan Lender. Administrative Agent shall notify Lenders promptly
upon receipt of the Borrower’s notice of each Increased Amount Date for any Additional Term Loan Commitments.


 






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(b)               Terms.
The terms and provisions of the Additional Term Loan Commitments shall be identical to the existing Term Loan Commitments; provided
that: (1) the Applicable Margin for such loans shall be determined by the Borrower and the applicable Additional Term
Loan Lenders and the interest rate for the Additional Term Loans shall be determined by reference to the Alternate Base Rate
and Adjusted LIBO Rate; provided, further however, that if the initial yield on such Additional Term Loans (as
determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such
Loans, (y) if such Loans are initially made at a discount or the Lenders making the same receive an upfront fee (other than
any customary arrangement, underwriting or similar fees that are paid to the arranger of such Loans in its capacity as such)
directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such discount or fee,
expressed as a percentage of such Term Loans, being referred to herein as “Incremental OID”), the amount
of such Incremental OID divided by the lesser of (A) the average life to maturity of such Loans and (B) four, and (z)
the greater of (A) any amount by which the minimum Adjusted LIBO Rate applicable to such Loans exceeds the minimum Adjusted
LIBO Rate then applicable to the 2020 Term B Loans made on the Restatement Effective Date, and (B) any amount by which the
minimum Alternate Base Rate applicable to such Additional Term Loans exceeds the minimum Alternate Base Rate then applicable
to the 2020 Term B Loans made on the Restatement Effective Date) incurred at any time on or prior to the date that is 24
months after the Restatement Effective Date exceeds the sum of (1) the Applicable Margin then in effect for Eurodollar
Rate Loans that were 2020 Term B Loans made on the Restatement Effective Date, and (2) the upfront fees divided by four, by
more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the
 “Incremental Net Yield”), then the Applicable Margin then in effect for the 2020 Term B Loans made on the
Restatement Effective Date shall automatically be increased by the Incremental Net Yield, effective upon the making of the
Additional Term Loans, provided that to the extent the Applicable Margin applicable to the other Loans outstanding
immediately prior to the making of the Additional Term Loans is so increased, the Applicable Margin on the Loans advanced
after the Restatement Effective Date but prior to the relevant Increased Amount Date shall be increased such that the
difference between the Applicable Margin applicable to the 2020 Term B Loans made on the Restatement Effective Date and such
subsequent Loans remains constant (or, if such Applicable Margin of both such series of Loans was equal, such Applicable
Margin remains equal); provided, further that all determinations by the Administrative Agent as to Incremental
Net Yield or other matters contemplated by this Section 2.23 shall be conclusive absent manifest error, and (2) the weighted
average life to maturity of any Additional Term Loans shall be no earlier than the weighted average life to maturity of the
2020 Term B Loans made on the Restatement Effective Date (other than as required to make the Additional Term Loans fungible
with the 2020 Term B Loans made on the Restatement Effective Date). Additional Term Loans will constitute Obligations
hereunder for all purposes of this Agreement and the Collateral Documents and will be secured by the Collateral securing the
other Obligations. The parties hereto acknowledge and agree that the Administrative Agent may hereunder or pursuant to any
Term Loan Joinder Agreement, without the consent of any other Lenders, effect such amendments to this Agreement and the other
Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of
this Section 2.23, including conforming amendments (which may be in the form of an amendment and restatement) to provide for
the Additional Term Loan Commitments to share ratably in the benefits of this Agreement and the other Credit Documents
(including the accrued interest and fees in respect thereof) with the 2020 Term B Loans; provided that such amendments
may not alter the obligations of the Credit Parties under the Credit Documents except as provided in this Section. In
addition, unless otherwise specifically provided herein, all references in the Credit Documents to Term Loans shall be
deemed, unless the context otherwise requires, to include references to Additional Term Loans.


 






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SECTION
3.             CONDITIONS PRECEDENT


 


3.1          Restatement
Effective Date. The effectiveness of this Agreement and the obligation of any Lender to make a Credit Extension on the Restatement
Effective Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on
or before the Restatement Effective Date:


 


(a)              
Notes. The Administrative Agent shall have received Notes, if any, requested by any Lender pursuant to Section 2.6(c)
in connection with its Term Loan Commitments, executed and delivered by the Borrower.


 


(b)              
Organizational Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organizational
Document for each Credit Party, certified as of a recent date prior to the Restatement Effective Date by the appropriate governmental
official or, as applicable, by an officer of such Credit Party; (ii) signature and incumbency certificates of the officers
of each Credit Party executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or
similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement
and the other Credit Documents to which it is a party, certified as of the Restatement Effective Date by its secretary or an assistant
secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable
Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction
in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Restatement
Effective Date; and (v) such other documents as Administrative Agent may reasonably request.


 


(c)              
KYC Information. (i) Each of the Lenders shall have received, at least five Business Days in advance
of the Restatement Effective Date, all documentation and other information required by Governmental Authorities under applicable
 “know-your-customer” and anti-money laundering rules and regulations, including as required by the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and (ii) to the
extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five
days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days
prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial
Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement,
the condition set forth in this clause (ii) shall be deemed to be satisfied).


 


(d)              
Collateral. The Administrative Agent shall be satisfied with (i) the valid perfected First Priority security
interest in favor of Collateral Agent, for the benefit of Secured Parties, in the Term Priority Collateral and (ii) the valid perfected
Second Priority security interest in favor of Collateral Agent, for the benefit of Secured Parties, in the ABL Priority Collateral;
provided that to the extent any such security interest cannot be validly provided or perfected (other than the grant and
perfection of security interests (i) in material assets located in any state of the United States, Puerto Rico or the District
of Columbia, (ii) in other assets with respect to which a Lien may be perfected solely by the filing of a financing statement under
the Uniform Commercial Code or (iii) in Capital Stock with respect to which a Lien may be perfected by the delivery of a stock
certificate) after the Company’s use of commercially reasonable efforts to do so without undue burden or expense, then the
grant and perfection of such Collateral shall not constitute a condition precedent, but shall instead be provided no later than
the date required by Section 5.12.


 






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(e)              
Flood Hazard Determinations. The Administrative Agent shall have received a completed Federal Emergency Management
Agency Standard Flood Hazard Determination and evidence of flood insurance with respect to each Flood Hazard Property that is
located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Federal Reserve Board, in form and substance reasonably satisfactory to Collateral Agent.


 


(f)               
Opinion of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally
executed copies of the favorable written opinion of Foley & Lardner LLP, counsel for Credit Parties, in form and substance
satisfactory to the Administrative Agent, dated as of the Restatement Effective Date (and each Credit Party hereby instructs such
counsel to deliver such opinion to Agents and Lenders).


 


(g)              
Fees and Expenses. The Borrower shall have paid to the Arranger and Agents all fees, expenses and other amounts
payable to the Arranger, the Agents and the Lenders on the Restatement Effective Date.


 


(h)              
Solvency Certificate. On the Restatement Effective Date, Administrative Agent shall have received a Solvency
Certificate dated as of the Restatement Effective Date and addressed to Administrative Agent and Lenders, in form, scope and substance
satisfactory to Administrative Agent, with appropriate attachments and demonstrating that after giving effect to the Transactions,
the Borrower is and will be, and Holdings and its Subsidiaries (on a consolidated basis) are and will be Solvent.


 


(i)                
Indebtedness. On the Restatement Effective Date, after giving effect to the Transactions, none of Holdings,
the Borrower or any of the Subsidiaries of the Borrower shall have any material indebtedness for borrowed money other than Indebtedness
outstanding under this Agreement and Indebtedness outstanding under the Revolving Credit Documents.


 


(j)                
Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice.


 


(k)              
Representations and Warranties. As of the Restatement Effective Date, the representations and warranties contained
herein and in the other Credit Documents shall be true and correct in all material respects (or in all respects, if qualified by
materiality) on and as of the Restatement Effective Date to the same extent as though made on and as of the Restatement Effective
Date, except to the extent such representations and warranties specifically related to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects on and as of such earlier date.


 


(l)                
Financial Statements. The Administrative Agent shall have received (a) GAAP audited consolidated balance sheets
and related statements of income, stockholders’ equity and cash flows of the Company for the 2017, 2018 and 2019 fiscal years
(and, to the extent available, the related unaudited consolidating financial statements) and (b) GAAP unaudited consolidated and
(to the extent available) consolidating balance sheets and related statements of income and cash flows of the Company for each
subsequent fiscal quarter ended 45 days before the Restatement Effective Date.








 






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3.2           Notices.
Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a
Notice, the Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing,
conversion/continuation, as the case may be; provided each such notice shall be promptly confirmed in writing by
delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing,
continuation/conversion. Neither Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon
any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.


 


SECTION
4.               
REPRESENTATIONS AND WARRANTIES


 


In order to induce
Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants
to each Lender, on the Restatement Effective Date and on each Credit Date, that the following statements are true and correct:


 


4.1             
Organization; Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is
duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1
(subject to such changes as are permitted by Section 6.9 and to any Permitted Holdings Reincorporation), (b) has all
requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and
(c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary
to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has
not had, and could not be reasonably expected to have, a Material Adverse Effect.


 


4.2             
Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly
authorized and validly issued and is fully paid and non-assessable, except in the case of any corporation organized in the
state of Wisconsin or any other corporation licensed to do business in the state of Wisconsin, subject to personal liability which
may be imposed on shareholders by former Section 180.0622(2)(b) of the Wisconsin Business Corporation Law for debts incurred prior
to June 14, 2006 (for debts incurred on or after such date, such Section has been repealed). Except as set forth on Schedule 4.2,
as of the Restatement Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which
Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings
or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its
Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities
convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital
Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each
of its Subsidiaries in their respective Subsidiaries as of the Restatement Effective Date.


 






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4.3             
 Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized
by all necessary action on the part of each Credit Party that is a party thereto.


 


4.4             
No Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to which
they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate
any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries; (b) violate any order, judgment or decree of any court or other agency of
government binding on Holdings or any of its Subsidiaries except to the extent such violation could not be reasonably expected
to have a Material Adverse Effect; (c) conflict with, result in a breach of or constitute (with due notice or lapse of time
or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such violation
could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of
any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of
the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (e) require any approval of stockholders,
members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the Restatement Effective Date and disclosed in writing
to Lenders.


 


4.5             
Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents
to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require
any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except
to the extent obtained on or before the Restatement Effective Date, and except for filings and recordings with respect to the Collateral
made or to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Restatement Effective Date.


 


4.6             
Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that
is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party
in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


4.7              Financial
Condition. Holdings has heretofore delivered to Administrative Agent the audited consolidated balance sheets of Holdings
and its Subsidiaries for the Fiscal Years ended December 31, 2017, December 31, 2018 and December 31, 2019, and the related
audited consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for
each such Fiscal Year then ended, together with all related notes and schedules thereto. All such statements of Holdings and
its Subsidiaries were prepared in conformity with GAAP and fairly present, in all material respects, the financial position
of the entities described in such financial statements as at the respective dates thereof and the results of operations and
cash flows of the entities described therein for each of the periods then ended, subject, in the case of such unaudited
financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes. As of the
Restatement Effective Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the
notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole (after giving effect to the
Restatement Effective Date).


 






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4.8            
Projections. On and as of the Restatement Effective Date, the projections of Holdings and its Subsidiaries
for (x) the period Fiscal Year 2020 through and including Fiscal Year 2026 and (y) the Fiscal Quarters beginning with the first
Fiscal Quarter of 2020 through and including the fourth Fiscal Quarter of 2020 (collectively, the “Projections”)
previously delivered to Administrative Agent are based on good faith estimates and assumptions made by the management of Holdings,
it being recognized, however, that projections as to future events are not to be viewed as facts and that actual results during
the period or periods covered by the Projections may differ from the projected results and that the differences may be material.


 


4.9             No Material Adverse Change. Since December 31, 2019, except as set forth in Schedule 4.9, no event, circumstance
or change has occurred that has caused or evidences, or could reasonably be expected to cause, either in any case or in the aggregate,
a Material Adverse Effect.


 


4.10          No
Restricted Payments. Neither Holdings nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made,
or set apart any sum or property for, any Restricted Payment or agreed to do so except as permitted pursuant to Section 6.5.


 


4.11          Litigation;
Adverse Facts. Except as set forth in Schedule 4.11 hereto, there are no Adverse Proceedings, individually or in the aggregate,
that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is
in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.


 


4.12         
Payment of Taxes. Except as otherwise permitted under Section 5.3, all tax returns and reports of Holdings
and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be
due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective
properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Neither Holdings
nor any of its Subsidiaries knows of any proposed tax assessment against Holdings or any of its Subsidiaries other than those which
are being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings and for which reserves
or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.


 






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4.13        Properties.


 


(a)               Title.
Each of Holdings and its Subsidiaries has (i) good, marketable and legal title to (in the case of fee interests in real
property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and
(iii) good title to (in the case of all other personal property), all of their respective properties and assets
reflected in the most recent financial statements delivered to the Administrative Agent, in each case except for assets
disposed of (x) since the date of such financial statements and prior to the Restatement Effective Date in the ordinary
course of business or (y) as otherwise permitted under Section 6.9 and except for such defects that neither
individually nor in the aggregate could reasonably be expected to have a Material Adverse Effect. All such properties and
assets are free and clear of Liens other than Permitted Liens.


 


(b)              
Real Estate. As of the Restatement Effective Date, Schedule 4.13 contains a true, accurate and complete
list of (i) all Real Estate Assets, and (ii) all leases or subleases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof), if any, affecting each Real Estate Asset of any Credit Party, regardless of whether such
Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease or sublease.
Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Holdings does not
have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid
and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles.


 


(c)              
Intellectual Property. The Company and its Subsidiaries own or have the valid right to use all material Intellectual
Property, and all Intellectual Property is free and clear of any and all Liens other than Liens securing the Obligations and Liens
permitted pursuant to Section 6.2(i). Any registrations in respect of the Intellectual Property are in full force and effect
and are valid and enforceable. The conduct of the business of the Company and its Subsidiaries as currently conducted, and as currently
contemplated to be conducted, including, but not limited to, all products, processes or services, made, offered or sold by the
Company and its Subsidiaries, does not and will not infringe upon, violate, misappropriate or dilute any intellectual property
of any third party which infringement, violation, misappropriation or dilution could reasonably be expected to have a Material
Adverse Effect. To the knowledge of Holdings, the Company or any of its Subsidiaries, no third party is infringing upon or misappropriating,
violating or otherwise diluting any Intellectual Property where such infringement, misappropriation, violation or dilution could
reasonably be expected to have a Material Adverse Effect. Neither Holdings, the Company nor any of its Subsidiaries is enjoined
from using any material Intellectual Property, and except as could reasonably be expected to have a Material Adverse Effect, there
is no pending or, to the knowledge of Holdings, the Company or any of its Subsidiaries, threatened claim or litigation contesting
(i) any right of the Company or any of its Subsidiaries to own or use any Intellectual Property, or (ii) the validity
or enforceability of any Intellectual Property.


 






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4.14          Environmental
Matters. Except as set forth in Schedule 4.14 hereto: (i) neither Holdings nor any of its Subsidiaries nor any of
their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement
agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity
which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; (ii) as of the
Restatement Effective Date, or except as otherwise reported to the Administrative Agent after the Restatement Effective Date,
neither Holdings nor any of its Subsidiaries has received within the last 10 years any letter or request for information
under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
 § 9604), or any comparable state law; (iii) there are and, to each of Holdings’ and its
Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which would
reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries, which
individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; and (iv) neither
Holdings nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Holdings or any of its
Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at
any Facility, and none of Holdings’ or any of its Subsidiaries’ operations involves the generation,
transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state
equivalent, which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.
Notwithstanding anything to the contrary in this Section 4.14, compliance with all current or reasonably foreseeable
future requirements pursuant to or under Environmental Laws would not be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect and no event or condition has occurred or is occurring with respect to Holdings or any
of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials
Activity, including any matter included in Schedule 4.14, which individually or in the aggregate has had, or would reasonably
be expected to have, a Material Adverse Effect.


 


4.15         
No Defaults. Neither Holdings nor any of its Subsidiaries is in default in the performance, observance
or fulfillment of any of the obligations or covenants contained in (i) any of its Contractual Obligations (other than the
Credit Documents and the Revolving Credit Documents), and no condition exists which, with the giving of notice or the lapse of
time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults,
if any, could not reasonably be expected to have a Material Adverse Effect and (ii) any Credit Document and any Revolving
Credit Document.


 


4.16         
Governmental Regulation. Neither Holdings nor any of its Subsidiaries is subject to regulation under the
Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit
its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings
nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered
investment company” or a “principal underwriter” of a “registered investment company” as such terms
are defined in the Investment Company Act of 1940.


 


4.17         
Margin Regulations. Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. Neither
the making of the Loans nor the pledge of the Collateral pursuant to the Collateral Documents, violates Regulation T, U or X of
the Federal Reserve Board. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any
such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose
that violates, or is inconsistent with, the provisions of Regulation T, U or X of said Board of Governors.


 






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4.18         
 Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice
that could reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.18, there is (a) no
unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the best knowledge of Holdings and the
Company, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising
out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the best
knowledge of Holdings and the Company, threatened against any of them, and the hours worked by and payments made to employees of
Holdings or any of its Subsidiaries have not violated the Fair Labor Standards Act or any other law dealing with such matters,
(b) no strike or work stoppage in existence or threatened involving Holdings or any of its Subsidiaries, and (c) to the best
knowledge of Holdings and the Company, no union representation question existing with respect to the employees of Holdings or any
of its Subsidiaries and, to the best knowledge of Holdings and the Company, no union organization activity that is taking place;
which in each case in clause (a), (b) or (c) above (including any matter included in Schedule 4.18), could either individually
or in the aggregate reasonably be expected to have a Material Adverse Effect.


 


4.19          Employee
Benefit Plans. Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material
compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and
published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations
under each Employee Benefit Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under
Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue
Service covering such plan’s most recently completed five-year remedial amendment cycle in accordance with Revenue
Procedure 2007-44, I.R.B. 2007-28, indicating that such Employee Benefit Plan is so qualified and the trust related thereto
has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal
Revenue Code or an application for such determination is currently pending before the Internal Revenue Service, and, to the
knowledge of Holdings, nothing has occurred subsequent to the issuance of such determination letter which reasonably would be
expected to cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required
premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA
has been or reasonably is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates.
Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not,
individually or in the aggregate, material), no ERISA Event has occurred or is reasonably expected to occur. Except as set
forth in Schedule 4.19, and except to the extent required under Section 4980B of the Internal Revenue Code or similar
state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for
any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. Except as
set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not,
individually or in the aggregate, material), the present value of the aggregate benefit liabilities under each Pension Plan
sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates, (determined as
of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most
recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension
Plan. Neither Holdings, its Subsidiaries nor their respective ERISA Affiliates maintains, contributes to or is required to
contribute to any Multiemployer Plan and has not incurred any liability in respect of any Multiemployer Plan that has not
been satisfied in full.


 






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4.20         
Certain Fees. Except as otherwise disclosed in writing to Administrative Agent and Arranger, no broker’s
or finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated hereby, and the
Company hereby indemnifies Lenders, Agents and Arranger against, and agrees that it will hold Lenders, Agents and Arranger harmless
from, any claim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection
herewith or therewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection
with any such claim, demand or liability.


 


4.21         
Solvency. The Borrower is, and Holdings and its Subsidiaries (on a consolidated basis), are, and, upon
the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.


 


4.22         
Collateral.


 


(a)              
Collateral Documents. The security interests created in favor of Collateral Agent under the Collateral Documents
constitute, as security for the obligations purported to be secured thereby, a legal, valid and enforceable security interest in
all of the Collateral referred to therein in favor of Collateral Agent for the benefit of the Lenders. The security interests in
and Liens upon the Collateral described in the Collateral Documents are valid and perfected First Priority or Second Priority Liens
(in accordance with the priorities set forth in the Intercreditor Agreement) to the extent such security interests and Liens can
be perfected by such filings and recordations. No consents, filings or recordings are required in order to perfect (or maintain
the perfection or priority of) the security interests purported to be created by any of the Collateral Documents or to give third
parties constructive notice thereof, other than (i) such as have been obtained and which remain in full force and effect or
will be completed promptly following the date of creation of the Lien and (ii) the periodic filing of UCC continuation statements
in respect of UCC financing statements filed by or on behalf of Collateral Agent.


 


(b)              
Absence of Third Party Filings. Except such as may have been filed in favor of Collateral Agent as contemplated
by Section 4.23(a) above and except as set forth on Schedule 4.22 annexed hereto or, after the Restatement Effective
Date, as may have been filed with respect to a Lien permitted by Section 6.2, (i) no effective UCC financing statement, fixture
filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office
and (ii) no effective filing with respect to a Lien covering all or any part of the Collateral is on file with the United
States Patent and Trademark Office or United States Copyright Office or any other Governmental Authority.


 






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4.23          Disclosure.
No representation or warranty of Holdings and its Subsidiaries contained in any Credit Document or in any other documents,
certificates or written statements, nor any of the other reports, financial statements, certificates or other information
furnished by or on behalf of Holdings or any of its Subsidiaries to the Administrative Agent or any Lender in connection with
the negotiation of this Agreement or delivered hereunder contains any untrue statement of a material fact or omits (when
taken as a whole) to state a material fact (known to Holdings or the Company, in the case of any document not furnished by
either of them) necessary in order to make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma financial information contained in such materials
are based upon good faith estimates and assumptions believed by Holdings or the Company to be reasonable at the time made, it
being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results
during the period or periods covered by any such projections may differ from the projected results. There is no fact known to
Holdings or the Company (other than matters of a general economic nature) that, individually or in the aggregate, has had, or
could reasonably be expected to result in, a Material Adverse Effect and that has not been disclosed herein or in such other
documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated
hereby.


 


4.24         
Deposit Accounts. Annexed hereto as Schedule 4.24 is a list of all Deposit Accounts maintained
by the Credit Parties as of the Restatement Effective Date, which Schedule includes, with respect to each deposit account (i) the
name and address of the depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person
at such depository.


 


4.25         
Use of Proceeds. The proceeds of Term Loans shall be used solely in accordance with Section 2.5.


 


4.26         
Anti-Corruption Laws and Sanctions. Holdings and the Borrower have implemented and maintain in effect
policies and procedures designed to ensure compliance by Holdings, the Borrower and their respective Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Holdings, the Borrower, their
respective Subsidiaries and their respective officers and employees and, to the knowledge of each of Holdings and the Borrower,
their respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.
None of (a) Holdings, the Borrower, any of their respective Subsidiaries or any of their respective directors, officers or employees,
or (b) to the knowledge of Holdings or the Borrower, any agent of Holdings, the Borrower or any of their respective Subsidiaries
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No borrowing of Loans, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or
applicable Sanctions.


 


4.27         
EEA Financial Institutions. No Credit Party is an EEA Financial Institution.


 


SECTION
5.               
AFFIRMATIVE COVENANTS


 


Each Credit Party covenants
and agrees that so long as any Commitment is in effect and until payment in full of all Obligations, each Credit Party shall perform,
and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.


 


5.1            Financial
Statements and Other Reports. Holdings will deliver to Administrative Agent and Collateral Agent for each Lender:


 


 (a)              
[Reserved]


 






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(b)              
 Quarterly Financial Statements. Within two Business Days after the date on which Holdings files or is required
to file its Form 10-Q under the Exchange Act (but without giving effect to any extension pursuant to Rule 12b-25 under the Exchange
Act (or any successor rule) or otherwise) (or, if Holdings is not required to file a Form 10-Q under the Exchange Act, within 50
days after the end of each of the first three Fiscal Quarters of each Fiscal Year), commencing with the Fiscal Quarter ending June 30,
2020, (i) the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income and cash flows
of Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year
to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding
periods of the previous Fiscal Year, all prepared in accordance with GAAP and in reasonable detail and certified by the chief financial
officer, senior vice president-finance, treasurer or controller of the Company or Holdings that they fairly present, in all material
respects, the consolidated financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments
and the absence of footnotes, and (ii) a narrative report describing the financial condition and results of operations of
Holdings and its Subsidiaries for such Fiscal Quarter in form and substance reasonably satisfactory to Administrative Agent;


 


(c)               Annual
Financial Statements. Within two Business Days after the date on which Holdings files or is required to file its
Form 10-K under the Exchange Act (but without giving effect to any extension pursuant to Rule 12b-25 under the Exchange
Act (or any successor rule) or otherwise) (or, if Holdings is not required to file a Form 10-K under the Exchange Act, within
100 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2020, (i) the
consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Year and the
related consolidated (and with respect to statements of income, consolidating) statements of income, stockholder’s
equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form
the corresponding figures for the previous Fiscal Year, all prepared in accordance with GAAP and in reasonable detail and
certified by the chief financial officer, senior vice president-finance, treasurer or controller of the Company or Holdings
that they fairly present, in all material respects, the consolidated financial condition of Holdings and its Subsidiaries as
at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) a
narrative report describing the financial condition and results of operations of Holdings and its Subsidiaries in form and
substance reasonably satisfactory to Administrative Agent; (iii) with respect to such consolidated financial statements
a report thereon of independent certified public accountants of recognized national standing selected by Holdings, and
reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit,
and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated
financial position of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their
cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as
otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a
written statement by such independent certified public accountants stating (1) that their audit examination has included
a review of the terms of the Credit Documents, and (2) whether, in connection therewith, any condition or event that
constitutes a Default or an Event of Default under Section 6.8 or otherwise with respect to accounting matters has come
to their attention and, if such a condition or event has come to their attention, specifying the nature and period of
existence thereof;


 






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(d)              
Compliance Certificate. Together with each delivery of financial statements of Holdings and its Subsidiaries
pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate;


 


(e)              
Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting
principles and policies from those used in the preparation of the financial statements referred to in Section 4.7, the consolidated
financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material
respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change
in accounting principles and policies been made, then, together with the first delivery of such financial statements after such
change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory
to Administrative Agent;


 


(f)               
Notice of Default, etc. Promptly upon, and in any event within five days after, any officer of Holdings or
any of its Subsidiaries obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default
or that notice has been given to Holdings or any of its Subsidiaries with respect thereto; (ii) that any Person has given
any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any claimed default or event or condition
of the type referred to in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences
or would reasonably be expected to have, either in any case or in the aggregate, a Material Adverse Effect; a certificate of its
Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice
given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition,
and what action Holdings or the applicable Subsidiary has taken, is taking and proposes to take with respect thereto;


 


(g)              
Notice of Litigation. Promptly upon, and in any event within five days after, any officer of Holdings or any
of its Subsidiaries obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding
not previously disclosed in writing by the Company to Lenders, or (ii) any material development in any Adverse Proceeding
that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect,
or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, written notice thereof together with such other information as may be reasonably available to Holdings or
any of its Subsidiaries to enable Lenders and their counsel to evaluate such matters;


 


(h)               ERISA.
(i) Promptly upon and in any event within five days of becoming aware of the occurrence of or forthcoming occurrence of
any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action
taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and
(ii) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule SB
(Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received
from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental
reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;


 






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(i)                
Financial Plan. As soon as practicable and in any event no later than 90 days after the beginning of each
Fiscal Year, a monthly consolidated and consolidating plan and financial forecast for such Fiscal Year (a “Financial Plan”),
including a forecasted consolidated balance sheet and forecasted consolidated and consolidating statements of income and consolidated
statement of cash flows of Holdings and its Subsidiaries for such Fiscal Year, together with pro forma Compliance Certificates
for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based;


 


(j)                
Insurance Report. As soon as practicable and in any event by the last day of each calendar year, a report
in form and substance reasonably satisfactory to Administrative Agent outlining all material insurance coverage maintained as of
the date of such report by Holdings and its Subsidiaries and all material insurance coverage planned to be maintained by Holdings
and its Subsidiaries in the immediately succeeding calendar year;


 


(k)              
Accountants’ Reports. Promptly upon receipt thereof (unless restricted by applicable professional standards),
copies of all reports submitted to Holdings or the Company by independent certified public accountants in connection with each
annual, interim or special audit of the financial statements of Holdings and its Subsidiaries made by such accountants, including
any comment letter submitted by such accountants to management in connection with their annual audit;


 


(l)                
Notices of Amendments to Floor Plan Facilities. Promptly upon, and in any event no later than five Business
Days prior to effectiveness thereof (or such later date as the Administrative Agent may agree), the Borrower shall provide notice
to the Administrative Agent of any amendment to any Floor Plan Financing Facility, together with a copy of such amendment.


 


(m)            
Environmental Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental
audits and reports, whether prepared by personnel of the Company or any of its Subsidiaries or by independent consultants, with
respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries
which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
and


 


(n)               Other
Information. (A) Promptly upon their becoming available, copies of (i) all financial statements, reports,
notices and proxy statements sent or made available generally by Holdings to holders of its Indebtedness or to holders of its
public equity securities or by any Subsidiary of Holdings to its security holders other than Holdings or another Subsidiary
of Holdings, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by
Holdings or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any
governmental or private regulatory authority, (iii) all press releases and other statements made available generally by
Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its
Subsidiaries, and (B) such other information and data with respect to Holdings or any of its Subsidiaries (including
financial statements with respect to Holdings and its Subsidiaries) as from time to time may be reasonably requested by
Administrative Agent or any Lender.


 






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The Borrower may fulfill the delivery requirements
pursuant to Sections 5.1(b), (c) or (n) by filing with the Securities and Exchange Commission reports that contain information
and financial statements that conform with the requirements of such Sections.


 


5.2             
Existence. Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and effect (i) its existence and (ii) all rights
and franchises, licenses and permits material to the business of Holdings and its Subsidiaries (on a consolidated basis).


 


5.3             
Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries to, pay all
Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any
penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have
become due and payable which, if unpaid, might become a Lien upon any of its properties or assets; provided, no such Tax
or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted,
so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor.
No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Holdings or any of its Subsidiaries).


 


5.4             
Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain
or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties
owned by Holdings, the Company or its Subsidiaries or used or useful in the business of the Company and its Subsidiaries (including
all Intellectual Property) and from time to time will make or cause to be made all appropriate repairs, renewals and replacements
thereof.


 


5.5              Insurance.
Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained, with financially
sound and reputable insurers having a financial strength rating of at least A- VII by A.M. Best Company, such commercial
general liability insurance, business interruption insurance and property insurance with respect to liabilities, losses or
damage in respect of the assets, properties and businesses of the Company and its Subsidiaries as may customarily be carried
or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in
such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms
and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, each Credit Party
will, and will cause each of its Subsidiaries to, maintain or cause to be maintained (a) flood insurance with respect to
each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Federal Reserve Board, and (b) replacement value property
insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of
established reputation engaged in similar businesses. Each such policy of insurance shall (i) in the case of each
commercial general liability insurance policy, name the Administrative Agent, the Collateral Agent and the Lenders as an
additional insured thereunder as its interests may appear, (ii) in the case of each property or business interruption
insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that
names the Collateral Agent, on behalf of Lenders as the loss payee thereunder and (iii) provide for at least 30 days’
(or such shorter period as agreed by the Administrative Agent in its Permitted Discretion) prior written notice to Collateral
Agent of any material modification or cancellation of such policy.


 






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5.6           Inspections.
Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by Administrative
Agent, Collateral Agent or any Lender (and, in the case of any Lender, accompanied by Administrative Agent or Collateral Agent)
to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect the Collateral,
or otherwise to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their
properties, assets, affairs, finances and accounts with its and their officers and independent public accountants (it being understood
that, prior to the occurrence and continuance of an Event of Default, (x) any such discussions or meetings shall be limited to
Administrative Agent and (y) in the case of discussions or meetings with the independent public accountants, only if the Company
has been given the opportunity to participate in such discussions or meetings), all upon reasonable notice and at such reasonable
times during normal business hours and as often as may reasonably be requested.


 


5.7           Lenders
Meetings. Holdings and the Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting
of Administrative Agent and Lenders once during each calendar year to be held at the Company’s corporate offices (or at
such other location as may be agreed to by the Company and Administrative Agent) at such time as may be agreed to by the Company
and Administrative Agent.


 


5.8           Compliance
with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries to comply, with the requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance
with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Credit Party
will maintain in effect and enforce policies and procedures designed to ensure compliance by such Credit Party, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


5.9           Environmental.


 


(a)            Environmental
Disclosure. Each Credit Party will, and will cause each of its Subsidiaries to, deliver to Administrative Agent and Lenders:


 


(i)                 as
soon as practicable following receipt thereof, copies of all material environmental audits, investigations, analyses and
reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent
consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility
or with respect to any Environmental Claims; provided, however, that this Section 5.9(a)(i) shall not apply to
communications covered by valid claims of attorney client privilege or to attorney work product generated by legal counsel to
Holdings or any of its Subsidiaries;


 






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(ii)             promptly
upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal,
state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by
Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable
possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect,
or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material
Adverse Effect, and (3) Holdings or any of its Subsidiaries’ discovery of any occurrence or condition on any real property
adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material
restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;


 


(iii)           
as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of
any and all written communications to or from any Governmental Authority or any Person bringing an Environmental Claim against
Holdings or any of its Subsidiaries with respect to: (1) any Environmental Claims that, individually or in the aggregate, have
a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental
Authority, and (3) any written request for information from any Governmental Authority stating such Governmental Authority
is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity;
and


 


(iv)            with
reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative
Agent in relation to any matters disclosed pursuant to this Section 5.9(a).


 


(b)           Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries
promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit
Party or its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and
discharge any obligations it may have to any Person thereunder where failure to do so would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 






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5.10         Subsidiaries.
In the event that any Person becomes a Domestic Subsidiary of the Company, the Company shall (a) promptly, and in any
event within 10 days, cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and
Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and
(b) take all such actions and execute and deliver, or cause to be executed and delivered, all Perfection Deliverables
and such documents, instruments, agreements, opinions and certificates as are similar to those described in
Sections 3.1(b) and 3.1(f), and any other actions required by the Pledge and Security Agreement. In the event that any
Person becomes a Foreign Subsidiary of the Company, and the ownership interests of such Foreign Subsidiary are owned by the
Company or by any Domestic Subsidiary thereof, the Company shall, or shall cause such Domestic Subsidiary to, promptly, and
in any event within 10 days, deliver all such documents, instruments, agreements, and certificates as are similar to those
described in Section 3.1(b), and the Company shall take, or shall cause such Domestic Subsidiary to take, all of the
actions referred to in clause (i) of the definition of “Perfection Deliverables” necessary to grant and to
perfect a First Priority of Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement)
in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 66% (or a
greater percentage if the pledge of a greater percentage could not result in adverse tax consequences to the Borrower) of the
voting equity interests and 100% of the non-voting equity interests (if any) of such Foreign Subsidiary. With respect to each
such Subsidiary, the Company shall promptly send to Administrative Agent written notice setting forth with respect to such
Person (i) the date on which such Person became a Subsidiary of the Company, and (ii) all of the data required to
be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of the Company; provided, such written
notice upon Administrative Agent’s approval of the contents therein shall be deemed to supplement Schedule 4.1 and
4.2 for all purposes hereof. Notwithstanding anything to the contrary in this Section 5.10, the requirements of this
Section 5.10 shall not apply to any property or Subsidiary created or acquired after the Restatement Effective Date, as
to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to
justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is
hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems
necessary to effectuate the provisions of this Section 5.10.


 


5.11         Additional
Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate
Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with
a value that Administrative Agent in its sole discretion, after consultation with the Company, determines is material, and such
interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities
set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured
Parties, then such Credit Party shall, promptly, and in any event within 10 days of such Credit Party acquiring such Real Estate
Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered,
all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset to create in favor
of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein,
perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement)
in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental
matters (including a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, the Company shall,
at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a
Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate
Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11,
the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Restatement Effective Date,
as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify
the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized
by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate
the provisions of this Section 5.11.


 






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5.12        After the Restatement Effective Date.


 


(a)           To the extent a grant of a security interest in any Term Priority Collateral (other than Term Priority Collateral
that is a Real Estate Asset) or any ABL Priority Collateral was not validly granted and/or perfected on the Restatement Effective
Date, such security interest shall be validly granted and perfected no later 30 days following the Restatement Effective Date (or
such later date as the Administrative Agent may agree).


 


(b)          Within
90 days following the Restatement Effective Date (or such later date as the Administrative Agent may agree), the Borrower shall
deliver to the Collateral Agent, with respect to each Mortgage, either


 


(i)             (A)
An opinion in form and substance reasonably satisfactory to the Collateral Agent from local counsel in the jurisdiction in which
such Mortgage is recorded substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording
necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including
the Obligations evidenced by the Term Loan Credit Agreement, as amended pursuant to this Agreement, for the benefit of the Secured
Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including,
without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable
law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for
the Obligations, including the Obligations evidenced by the Term Loan Credit Agreement, as amended pursuant to this Agreement,
for the benefit of the Secured Parties; and (B) title reports in scope, form and substance reasonably satisfactory to the Collateral
Agent describing no liens on said Property (as defined in such Mortgage) other than Permitted Liens; or


 


(ii)             
 


 


(A)     an
amendment to each existing Mortgage (each, a “Mortgage Amendment,” collectively, the “Mortgage Amendments”)
to reflect the matters set forth in this Agreement, duly executed and acknowledged by the applicable Credit Party, and in form
for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires
or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form
and substance reasonably satisfactory to the Collateral Agent;





 






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(B)            a
date down, modification and/or so-called “nonimpairment” endorsement to each Title Policy (each, a “Title
Endorsement,” collectively, the “Title Endorsements”) relating to each Mortgage insuring the Collateral
Agent that such Mortgage, as amended by such Mortgage Amendment, is a valid and enforceable first priority lien on the Collateral
described therein in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances
and liens except for Permitted Liens, and such Title Endorsements shall otherwise be in form and substance reasonably satisfactory
to the Collateral Agent;


 


(C)            customary legal opinions addressed to the Collateral Agent for itself and the benefit of each of the Secured Parties
covering the enforceability of the applicable Mortgage as amended by the Mortgage Amendment in form and substance reasonably satisfactory
to the Collateral Agent; and


 


(D)            such
affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company
to issue the Title Endorsements and evidence of payment by the Borrower of all applicable title insurance premiums, search and
examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required
for the recording of the Mortgage Amendments and issuance of Title Endorsements.


 


5.13         
Further Assurances. At any time or from time to time upon the request of Administrative Agent or Collateral
Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other
acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the
Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative
Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors
and are secured by substantially all of the assets of Holdings, and its Subsidiaries and all of the outstanding Capital Stock of
the Company and its Subsidiaries (in each case subject to limitations contained in the Credit Documents with respect to Foreign
Subsidiaries).


 


5.14         
ERISA. Neither Holdings, its Subsidiaries nor their respective ERISA Affiliates shall establish, maintain,
contribute to, or become required to contribute to any Multiemployer Plan.


 


5.15          Maintenance
of Credit Rating. Holdings shall use its commercially reasonable efforts (including the timely payment of all customary
amounts and the timely submission of all customary documentation) to ensure that (i) the credit facility provided for
under this Agreement shall at all times have a credit rating assigned by S&P and Moody’s and (ii) the Borrower
shall at all times have a corporate credit rating assigned by S&P and Moody’s; provided, however,
that in the event either S&P or Moody’s ceases to exist, ceases to be in the business of issuing ratings in respect
of credit facilities, or the rating of such facilities is not otherwise obtainable from such agencies, then Holdings shall
use its commercially reasonable efforts (including the timely payment of all customary amounts and the timely submission of
all customary documentation) to ensure that such facilities are rated by another nationally recognized statistical rating
agency acceptable to Administrative Agent.


 








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SECTION
6.             NEGATIVE COVENANTS


 


Each Credit Party covenants
and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations, such Credit Party shall perform,
and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.


 


6.1          Indebtedness. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness, except:


 


(a)              
the Obligations;


 


(b)               the
Company may become and remain liable with respect to Indebtedness to any of its wholly-owned Guarantor Subsidiaries, and any wholly-owned
Guarantor Subsidiary of the Company may become and remain liable with respect to Indebtedness to the Company or any other wholly-owned
Guarantor Subsidiary of the Company; provided, (i) all such Indebtedness under this subclause (b) shall be (x)
evidenced by promissory notes and all such notes shall be subject to a First Priority or Second Priority Lien (in accordance with
the priorities set forth in the Intercreditor Agreement) pursuant to the Pledge and Security Agreement and (y) unsecured and subordinated
in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent, and (ii) any payment by
any such Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness
owed by such Subsidiary to the Company or to any of its Subsidiaries for whose benefit such payment is made;


 


(c)               Indebtedness
under the Henderson Bonding Agreement in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;


 


(d)               Indebtedness
of the Company and its Subsidiaries arising in respect of netting services or overdraft protections with deposit accounts; provided,
that such Indebtedness is extinguished within three Business Days of its incurrence;


 


(e)               guaranties
by the Company of Indebtedness of a Guarantor Subsidiary or guaranties by a Subsidiary of the Company of Indebtedness of the Company
or a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1;


 


(f)                Indebtedness
of the Company and its Subsidiaries existing on the Restatement Effective Date and described in Schedule 6.1, but not
any extensions, renewals, refinancings or replacements of such Indebtedness except (i) renewals and extensions expressly
provided for in the agreements evidencing any such Indebtedness as the same are in effect on the Restatement Effective Date
and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not materially
less favorable (taken as a whole) to the obligor thereon or to the Lenders than the Indebtedness being refinanced or
extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or
extended and, prior to the issuance thereof, the Administrative Agent shall have received a certificate of an Authorized
Officer of the Company describing the terms of such refinancing or extension and certifying the requirements of this clause
(f)(ii) have been satisfied; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii)
above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being
extended, renewed or refinanced or (B) exceed in a principal amount the Indebtedness being renewed, extended or
refinanced;


 






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(g)               purchase
money Indebtedness of the Company and its Subsidiaries and Capital Leases (other than in connection with sale-leaseback transactions)
of the Company and its Subsidiaries, in each case incurred in the ordinary course of business to provide all or a portion of the
purchase price or cost of construction of an asset or an improvement of an asset not constituting part of the Collateral; provided,
that (A) such Indebtedness when incurred shall not exceed the purchase price or cost of improvement or construction of such
asset, (B) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding
thereon at the time of such refinancing, (C) such Indebtedness shall be secured only by the asset acquired, constructed or
improved in connection with the incurrence of such Indebtedness and (D) the aggregate principal amount of all such Indebtedness
shall not exceed $10,000,000 at any time outstanding;


 


(h)               other
Indebtedness of the Company and its Subsidiaries, which is unsecured, in an aggregate principal amount not to exceed $50,000,000
at any time outstanding;


 


(i)                Indebtedness
of the Company under any Hedge Agreement entered into in the ordinary course of business and not for speculative purposes;


 


(j)                Indebtedness
evidenced by the Revolving Credit Documents in an aggregate amount not to exceed an amount equal to $151,000,000 (less the amount
of all permanent reductions of the commitments under the Revolving Credit Facility) and any Permitted Refinancing of the Revolving
Credit Facility;


 


(k)               additional
senior unsecured or subordinated unsecured Indebtedness of the Company, the terms and conditions of which (i) shall
provide for a maturity date no earlier than 180 days after the Maturity Date hereunder and with no scheduled amortization or
other scheduled payments of principal prior to such date, (ii) shall be no more restrictive (without taking into account fees
or interest rates), taken as a whole, than those set forth in the Credit Documents as in effect at the time such Indebtedness
is incurred, except that this clause (ii) shall not prohibit the Company and its subsidiaries from issuing high-yield senior
unsecured notes or high-yield subordinated unsecured notes pursuant to indentures containing customary covenants for the
issuance of high yield debt securities in a public offering at such time and (iii) shall otherwise be reasonably
satisfactory to Administrative Agent; provided, that (A) after giving pro forma effect to the incurrence of
such Indebtedness (and, if applicable, giving pro forma effect to any Subject Transaction pursuant to
Section 6.8), (1) the Secured Debt Ratio is less than 3.50 to 1.00 and (2) the Consolidated Interest Coverage Ratio is
greater than or equal to 2.0 to 1.0 and (B) no Default or Event of Default has occurred or is continuing at the time of
incurrence or would result from the incurrence of such Indebtedness and (C) prior to the issuance thereof, the Administrative
Agent shall have received a certificate of an Authorized Officer of the Company describing the terms of such Indebtedness and
certifying the requirements of this clause (k) have been satisfied; provided, further, that Indebtedness
permitted pursuant to this clause (k) shall only be permitted if proceeds of such Indebtedness are used in connection with a
Permitted Acquisition or incurred to refinance other Indebtedness incurred in connection with a Permitted Acquisition and to
the extent such proceeds are not so used in connection with a Permitted Acquisition or a refinancing of other Indebtedness
incurred in connection with a Permitted Acquisition, the Company shall make a mandatory offer to prepay the Loans in
accordance with Section 2.13(c);


 






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(l)                Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Company following the Restatement
Effective Date, which Indebtedness is in existence at the time such Person becomes a Subsidiary and is not created in connection
with or in contemplation of such Person becoming a Subsidiary; provided that the aggregate principal amount of all such
Indebtedness in the aggregate shall not exceed $10,000,000 at any time outstanding;


 


(m)              to
the extent constituting Indebtedness, deferred compensation arrangements in an aggregate amount not to exceed $2,500,000 at any
time outstanding;


 


(n)               Capital Leases of the Company entered into in connection with sale-leaseback transactions permitted by Section 6.3;
provided, that (A) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing and (B) such Indebtedness shall be secured only by the facility which
is the subject of such Capital Lease; and


 


(o)                Indebtedness of the Borrower or any other Loan Party in connection with Floor Planning Facilities, in an aggregate
amount not to exceed $35,000,000.


 


6.2          Liens. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including
any document or instrument in respect of goods or accounts receivable) of Holdings, the Company or any such Subsidiaries, whether
now owned or hereafter acquired, or any income or profits therefrom, except:


 


(a)              
Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;


 


(b)              
Liens imposed by law for Taxes that are not yet required to be paid pursuant to Section 5.3;


 


(c)               statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen,
and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or under
Sections 303(k) or 4068 of ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue
or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days)
are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any,
as shall be required by GAAP shall have been made for any such contested amounts;


 









    	 	86	 



     


    

 


(d)               deposits
made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types
of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced
with respect to any portion of the Collateral on account thereof;


 


(e)               easements,
rights-of-way, restrictions, encroachments, minor defects or irregularities in title and other similar charges, in each
case which do not and will not interfere in any material respect with the use or value of the property or asset to which it relates
or which appear on any Title Policy required to be delivered to the Collateral Agent pursuant to Section 5.11 or 5.12;


 


(f)                any interest or title of a lessor or sublessor under any operating or true lease of real estate entered into by the
Company or its Subsidiaries in the ordinary course of its business covering only the assets so leased;


 


(g)              
purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases
of personal property entered into in the ordinary course of business;


 


(h)               any
attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);


 


(i)                non-exclusive
licenses of Intellectual Property granted by the Company or any of its Subsidiaries in the ordinary course of business consistent
with past practice and not interfering in any respect with the ordinary conduct of the business of the Company or such Subsidiary;


 


(j)                bankers
liens and rights of set-off with respect to customary depositary arrangements entered into in the ordinary course of business
of the Company and its Subsidiaries;


 


(k)               Liens
granted by the Company or its Subsidiaries existing on the Restatement Effective Date and described in Schedule 6.2; provided,
that (A) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject
thereto on the Restatement Effective Date and (B) the principal amount of the Indebtedness secured by such Liens shall not
be extended, renewed, refunded, replaced or refinanced except as otherwise permitted by Section 6.1(f);


 


(l)                Liens securing (i) Indebtedness permitted pursuant to Section 6.1(g), provided, any such Lien shall
encumber only the asset acquired, constructed or improved with the proceeds of such Indebtedness and (ii) Indebtedness permitted
pursuant to Section 6.1(n), provided any such Lien shall encumber only the facility that is the subject of such Capital
Lease;


 


(m)              Liens
securing Indebtedness permitted under Section 6.1(l); provided that such Liens are of a type described in
Section 6.2(l)(i) and are not created in contemplation of or in connection with such Person becoming a Subsidiary, such
Liens will not apply to any other property of Holdings or any of its Subsidiaries, and such Liens will secure only those
obligations secured by such Liens on the date such Person becomes a Subsidiary;


 






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(n)              
Liens securing Indebtedness permitted under Section 6.1(j) as long as such Liens are subject to the Intercreditor
Agreement;


 


(o)              
Liens on the Collateral securing Indebtedness permitted under Section 6.1(c) as long as (i) such Liens on the Collateral
are junior to the Liens on the Collateral securing the Obligations and (ii) such Liens are subject to an intercreditor agreement
on terms satisfactory to the Administrative Agent and Collateral Agent (it being understood that such intercreditor agreement shall
include a permanent standstill on Lien enforcement rights by the holders of the Indebtedness permitted under Section 6.1(c)) or
are subject to other arrangements reasonably satisfactory to the Administrative Agent and Collateral Agent; and


 


(p)              
Liens on Floor Plan Collateral in connection with Floor Planning Facilities permitted by Section 6.1(o).


 


6.3          Sales and Leasebacks. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries
to directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether
an operating lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired,
(a) which Holdings or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other
than Holdings or any of its Subsidiaries) or (b) which Holdings or any of its Subsidiaries intends to use for substantially
the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other
than Holdings or any of its Subsidiaries) in connection with such lease; provided that the Company and its Subsidiaries
may (i) become and remain liable as lessee, guarantor or other surety with respect to any such lease which is a Capital Lease
permitted pursuant to Section 6.1(g), and (ii) so long as no Default or Event of Default has occurred or is continuing
or shall be caused thereby, sale-leaseback transactions in respect of any manufacturing Facilities owned by the Company as of the
Restatement Effective Date; provided, further, that (A) the material terms and conditions of such sale-leaseback
transaction (including any Capital Lease in connection with such transaction) shall be reasonably satisfactory to the Administrative
Agent, (B) Collateral Agent is granted a valid First Priority or Second Priority Lien (in accordance with the priorities set
forth in the Intercreditor Agreement) in the Company’s leasehold interest in connection with such transaction, (C) the
lessor (or lenders under any Capital Lease) in connection with such transaction shall agree to provide Collateral Agent access
to the Collateral located at such facility pursuant to an agreement reasonably satisfactory to Administrative Agent and the Collateral
Agent (the terms of which shall include subordination and non-disturbance provisions with respect to any such Collateral, and other
terms as may be reasonably required by Administrative Agent or the Collateral Agent), (D) the amount of consideration payable
to the Company or its Subsidiaries (and the aggregate principal amount of Indebtedness in respect of any Capital Leases) in any
such transaction shall not exceed the fair market value of any such facility (determined in good faith by the board of directors
of the Company (or similar governing body)), and shall not exceed $30,000,000 in the aggregate and (E) the Net Asset Sale
Proceeds with respect to any such Capital Lease shall be applied to repay Indebtedness to the extent required pursuant to Section 2.14(b).


 









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6.4          No
Further Negative Pledges. Except (i) pursuant to this Agreement, (ii) pursuant to the terms of Indebtedness permitted
under Section 6.1(h), 6.1(j), 6.1(k) or 6.1(l), (iii) with respect to specific property encumbered to secure payment
of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iv) pursuant
to customary non-assignment or no-subletting clauses in leases, licenses or contracts entered into in the ordinary course of business,
which restrict only the assignment of such lease, license or contract, as applicable, or (v) in connection with purchase
money financing or Capital Leases permitted under Section 6.1(g) or 6.1(n) (in each case, provided the prohibition
applies only to the asset being acquired or constructed, or which is the subject of such Capital Lease), each of Holdings and
the Company shall not, and shall not permit any of its Subsidiaries to, enter into any agreement prohibiting the creation or assumption
of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.


 


6.5          Restricted
Payments. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries or Affiliates through any
manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare,
order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Payment except that:


 


(a)              
Subsidiaries of the Company may make Restricted Payments (i) to the Company or to any parent entity of such
Subsidiary which is a wholly-owned Guarantor Subsidiary and (ii) on a pro rata basis to the equity holders of any other Guarantor
Subsidiary;


 


(b)              
(i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby,
the Company and its Subsidiaries may make prepayments and regularly scheduled payments of principal and interest in respect of
any Indebtedness permitted under Sections 6.1(b), (ii) the Company and its Subsidiaries may make scheduled payments and
mandatory prepayments of principal, and regularly scheduled payments of interest in respect of and, so long as no Default or Event
of Default shall have occurred and be continuing, voluntary repayments of, any Indebtedness permitted under Section 6.1(h),
(iii) the Company and its Subsidiaries may make mandatory prepayments and regularly scheduled payments of principal and interest
in respect of any Indebtedness permitted under Section 6.1(k) (to the extent constituting subordinated Indebtedness) or 6.1(n),
but only to the extent such payments are permitted by the terms, and subordination provisions (if any) applicable to, such Indebtedness,
and (iv) the Company and its Subsidiaries may make payments in respect of guarantees permitted under Section 6.1(e) to
the extent the Indebtedness guaranteed thereby is permitted to be paid under this Section 6.5 (in each case under the foregoing
subclauses (i), (ii) and (iii) in accordance with the terms of, and only to the extent required by, and subject to the subordination
provisions contained in, the indenture or other agreement pursuant to which such Indebtedness as issued);


 


(c)               the
Company may make Restricted Payments to Holdings to the extent reasonably necessary to permit Holdings (in each case so long
as Holdings applies the amount of any such Restricted Payment for such purpose within five days of receipt of such amount)
(i) to pay general administrative and corporate overhead costs and expenses (including expenses arising by virtue of
Holdings’ status as a public company (including fees and expenses related to filings with the Securities and Exchange
Commission, roadshow expenses, printing expenses and fees and expenses of attorneys and auditors)), (ii)  to
discharge the consolidated tax liabilities of Holdings and its Subsidiaries and (iii) so long as no Default or Event of
Default shall have occurred and be continuing or shall be caused thereby, to allow Holdings to repurchase shares of, or
options to purchase shares of, Capital Stock of Holdings from employees, officers or directors of Holdings, the Company or
any Subsidiaries thereof in any aggregate amount not to exceed $1,000,000 in any calendar year or $5,000,000 in the aggregate
since the Restatement Effective Date;


 






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(d)              
(i) the Company may make Restricted Payments to Holdings (so long as Holdings applies such payment to the payment
of dividends or distributions to its shareholders (or any payment on account of any shares of any class of stock (or any other
Capital Stock) of Holdings, the Company or any of their respective Subsidiaries, including, for the avoidance of doubt, the repurchase
of any such shares) within 60 days of the receipt of such amount) in an aggregate amount not to exceed $10,000,000 in any Fiscal
Quarter; provided that, notwithstanding the foregoing, any Restricted Payment under this Section 6.5(d)(i) may only
be made so long as (x) no Default or Event of Default has occurred or is continuing or shall be caused thereby after giving
effect to such Restricted Payment, (y) after giving effect to such Restricted Payment, Excess Availability is at least the greater
of $12,500,000 and 12.5% of the commitments under the Revolving Credit Facility at the time, and (z) the Administrative Agent
shall have received a certificate of the Company’s chief financial officer or treasurer certifying that the conditions set
forth in this Section 6.5(d)(i) have been satisfied and setting for the calculations of Excess Availability in reasonable detail;
and (ii) Holdings may make Restricted Payments in an amount equal to the actual amount of Restricted Payments made by the
Company to Holdings pursuant to Section 6.5(d)(i) that have not previously been distributed by Holdings, so long as no Default
or Event of Default shall have occurred and be continuing or shall be caused thereby; provided, however, that notwithstanding
anything to the contrary contained in this Section 6.5(d), this Section 6.5(d)(ii) shall not prohibit the payment of
any dividend within 60 days after the date of declaration of such dividend if such dividend was permitted under this Section 6.5(d)(ii)
on the date of declaration;


 


(e)              
so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby Holdings
may make Restricted Payments as described in Section 6.5(c)(iii); and


 


(f)               
additional Restricted Payments in any Fiscal Year in an aggregate amount not to exceed the Available Excess Cash
Flow as of the date of such payment (calculated after giving effect to any Investments pursuant to Section 6.7(m) on such date,
any prepayments, repurchases or redemptions of Other Debt on such date and any Credit Party Purchases on such date but without
giving effect to the Restricted Payment proposed to be made on such date).


 






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6.6          Restrictions
on Subsidiary Distributions. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends or make any other
distributions on any of such Subsidiary’s Capital Stock owned by the Company or by any other Subsidiary of the Company,
(b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or to any other Subsidiary of the Company,
(c) make loans or advances to the Company or to any other Subsidiary of the Company, or (d) transfer any of its
property or assets to the Company or to any other Subsidiary of the Company other than restrictions (i) existing under
this Agreement or the Revolving Credit Documents (as in effect on the Restatement Effective Date), (ii) in agreements
evidencing Indebtedness permitted by Sections 6.1(g) and 6.1(l) that impose restrictions on the property so acquired,
(iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases,
licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business,
(iv) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 6.2(m) that impose
restrictions on the property securing such Indebtedness, (v) customary restrictions on assets that are the subject of an
Asset Sale permitted by Section 6.9 or a Capital Lease permitted by Section 6.1(n) and (vi) in agreements
evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), in each case, so long as such restrictions are not more
restrictive, taken as a whole, than the restrictions set forth in this Agreement or are customary for the issuance of high
yield debt securities in a public offering at such time.


 


6.7          Investments. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:


 


(a)              
Investments in Cash and Cash Equivalents;


 


(b)              
Investments by Holdings in the Company;


 


(c)              
Investments made by the Company or any of its Subsidiaries in Subsidiary Guarantors which are wholly-owned Subsidiaries
of the Company;


 


(d)               Investments
received by the Company or any of its Subsidiaries in connection with the bankruptcy or reorganization of, or settlement of delinquent
accounts and disputes with, customers or suppliers of such Person, in each case in the ordinary course of business;


 


(e)              
accounts receivable arising, and trade credit granted, in the ordinary course of business of the Company and its
Subsidiaries, and any Securities received by the Company or any of its Subsidiaries in satisfaction or partial satisfaction thereof
from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss, and any prepayments
and other credits to suppliers made in the ordinary course of business;


 


(f)               
intercompany loans to the extent permitted under Section 6.1(b);


 


(g)              
Consolidated Capital Expenditures by the Company or any of its Subsidiaries;


 


(h)               loans and advances by the Company or any of its Subsidiaries to employees of the Company and its Subsidiaries made
in the ordinary course of business in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;


 


(i)                 Investments by the Company or any of its Subsidiaries made in connection with Permitted Acquisitions permitted pursuant
to Section 6.9(d);


 






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(j)                Investments
by the Company or any of its Subsidiaries constituting non-Cash consideration received by the Company and its Subsidiaries in
connection with permitted Asset Sales pursuant to subsection 6.9(c);


 


(k)              
the Company and its Subsidiaries may continue to own the Investments owned by them as of the Restatement Effective
Date and described in Schedule 6.7;


 


(l)                other
Investments by the Company or any of its Subsidiaries in an aggregate amount not to exceed at any time outstanding $15,000,000,
if no Default or Event of Default has occurred or is continuing or would result therefrom; and


 


(m)             
additional Investments (other than acquisition of any Person or any division or line of business of any Person) by
the Company or any of its Subsidiaries in an aggregate amount not to exceed the Available Excess Cash Flow as of such date (calculated
after giving effect to any Restricted Payments made pursuant to Section 6.5(f) on such date, any prepayments, repurchases or redemptions
of Other Debt on such date made pursuant to Section 6.16 and any Credit Party Purchases on such date but without giving effect
to such proposed Investment).


 


Notwithstanding the foregoing, in no event
shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted
under the terms of Section 6.5.


 


6.8          Calculations.


 


(a)              
With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject
Transaction”), including for purposes of determining the Leverage Ratio, the First Lien Debt Ratio, the Secured Debt
Ratio, the Consolidated Interest Coverage Ratio, the Fixed Charge Coverage Ratio and Excess Availability in Available Excess Cash
Flow, Section 2.13(d), Section 6.1(k), Section 6.9(d), clause (5) of the proviso to Section 10.6(i), Consolidated Adjusted EBITDA
(subject to the conditions and limitations set forth in clause (ix) of the definition thereof) and the components of Consolidated
Fixed Charges, as applicable, all financial ratios and other financial calculations pursuant to the Credit Documents shall be calculated
with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are
directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each
case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and
as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count
reduction, closure of Facilities and similar restructuring charges, which pro forma adjustments shall be certified by the
chief financial officer of the Company) using the historical audited financial statements of any business so acquired or to be
acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated
as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred
or repaid at the beginning of such period.


 


(b)               For
purposes of calculating Consolidated Adjusted EBITDA of the Company, subject to clause (a) above, Consolidated Adjusted
EBITDA for (i) the fiscal quarter ended June 30, 2019 shall be deemed to be $44,110,000, (ii) the fiscal quarter
ended September 30, 2019 shall be deemed to be $25,066,000, (iii) the fiscal quarter ended December 31, 2019 shall
be deemed to be $29,910,000 and (iv) the fiscal quarter ended March 31, 2020 shall be deemed to be ($1,715,000).


 






    	 	92	 



     


    

 


(c)              
With respect to any period commencing prior to the Restatement Effective Date, Consolidated Capital Expenditures
shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis
as if the Restatement Effective Date (and the Transactions) occurred on the first day of such period, and the other components
of Consolidated Fixed Charges (other than Consolidated Interest Expense) shall be calculated with respect to the portion of such
period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date (and the Transactions)
occurred on the first day of such period.


 


(d)              
With respect to any period commencing prior to the Restatement Effective Date, Consolidated Interest Expense shall
be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as
if the Restatement Effective Date occurred on the first day of such period (and assuming that the Indebtedness incurred on the
Restatement Effective Date was incurred on the first day of such period and, such Indebtedness bears interest during the portion
of such period prior to the Restatement Effective Date at the weighted average of the interest rates applicable to outstanding
Indebtedness during the portion of such period on and after the Restatement Effective Date and that no Indebtedness was repaid
during the portion of such period prior to the Restatement Effective Date).


 


6.9          Fundamental
Changes; Asset Dispositions; Acquisitions. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer
or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of
any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired,
or acquire by purchase or otherwise the business, or all or substantially all of the property or fixed assets of, or stock or
other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person,
except:


 


(a)              
any Subsidiary of Holdings may be merged with or into the Company or with or into any wholly-owned Guarantor Subsidiary
of the Company, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed,
sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any wholly-owned
Guarantor Subsidiary of the Company; provided, in the case of such a merger, the Company or such wholly-owned Guarantor
Subsidiary of the Company, as applicable shall be the continuing or surviving Person;


 


(b)              
sales or other dispositions of assets that do not constitute Asset Sales;


 






    	 	93	 



     


    

 


(c)               Asset
Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes
or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) (i) do not exceed
$5,000,000 in the aggregate in any calendar year and (ii) when aggregated with the proceeds of all other Asset Sales, do
not exceed $15,000,000 in the aggregate from the Restatement Effective Date to the date of determination; provided (1) the
consideration received for such assets shall be in an amount at least equal to the fair market value thereof (and in respect
of a transaction of greater than $2,500,000, as determined in good faith by the board of directors of the Company (or similar
governing body)), (2) no less than 80% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof
shall be applied as required by Section 2.13(a);


 


(d)              
Permitted Acquisitions if no Default or Event of Default has occurred and is continuing and (i) the consideration
for which consists solely of common Capital Stock of Holdings, (ii) (A) the aggregate consideration paid does not exceed $50,000,000
in the aggregate in any calendar year and (B) Excess Availability is at least the greater of $12,500,000 and 12.5% of the commitments
then in effect under the Revolving Credit Facility for 30 days prior to the date of such Permitted Acquisition and on the date
of such Permitted Acquisition after giving pro forma effect thereto or (iii) (A) before and after giving effect to any such
Permitted Acquisition, the Fixed Charge Coverage Ratio is greater than 1.0 to 1.0 for the most recently completed four Fiscal Quarter
period for which financial statements have been delivered pursuant to Section 5.1(b), 5.1(c) or 3.1(l), calculated to give effect
to such Permitted Acquisition in accordance with Section 6.8 as if such Permitted Acquisition occurred on the first day of
such four Fiscal Quarter period, as demonstrated in a Fixed Charge Coverage Compliance Certificate delivered to the Administrative
Agent prior to such Permitted Acquisition and (B) Excess Availability is at least the greater of $12,500,000 and 12.5% of the commitments
then in effect under the Revolving Credit Facility for 30 days prior to the date of the acquisition and on the date of the acquisition
after giving pro forma effect thereto;


 


(e)              
Investments made in accordance with Section 6.7; and


 


(f)               
sale and leaseback transactions permitted pursuant to Section 6.3.


 


6.10        Disposal
of Subsidiary Interests. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to (a) directly
or indirectly issue, sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except
to qualify directors if required by applicable law or (b) permit any of its Subsidiaries directly or indirectly to issue,
sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except (i) the Company
may issue Capital Stock to Holdings, (ii) Subsidiaries may issue Capital Stock to the Company or to a Guarantor Subsidiary
of the Company (subject to the restrictions on such disposition otherwise imposed under Section 6.9) or to qualify directors
if required by applicable law and (iii) the Company or any Subsidiary may sell or otherwise dispose of the Capital Stock
of its Subsidiaries in an Asset Sale permitted by Section 6.9.


 


6.11        Fiscal
Year. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, change its Fiscal Year-end
from December 31; provided, that the Fiscal Year-end of Holdings and its Subsidiaries may be changed to the end of
any Fiscal Quarter with the prior written consent of, and following receipt of any information requested by, Administrative Agent
(including reconciliation statements for the immediately preceding three years described in Section 5.1(e)).


 









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6.12        Transactions
with Shareholders and Affiliates. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of
any property or the rendering of any service or the making of any loan) with any holder of 10% or more of any class of Capital
Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable
to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such
a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction expressly permitted
under this Agreement; (b) reasonable and customary fees paid to, and customary indemnification of, members of the board of
directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other
employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in
Schedule 6.12; and (e) any transaction between Credit Parties.


 


6.13        Conduct of Business. From and after the Restatement Effective Date, each of Holdings and the Company shall
not, and shall not permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by the
Company and its Subsidiaries on the Restatement Effective Date and similar or related businesses and (ii) such other lines of business
as may be consented to by Requisite Lenders.


 


6.14        Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness
other than the Indebtedness (i) under the Credit Documents and (ii) under the Revolving Credit Documents; (b) create
or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under
the Collateral Documents to which it is a party; (c) engage in any business or activity or own any assets other than (i) holding
100% of the Capital Stock of the Company; (ii) performing its obligations and activities incidental thereto under the Credit
Documents, and to the extent not inconsistent therewith, the Revolving Credit Documents; (iii) making Restricted Payments
to the extent permitted by Section 6.5 of this Agreement and Section 6.5 of the Revolving Credit Facility; (iv) making
Investments to the extent permitted by Section 6.7 of this Agreement and Section 6.7 of the Revolving Credit Facility;
(v) issuances of its Capital Stock; (vi) conducting activities arising by virtue of its status as a public company, including
without limitation, compliance with its reporting obligations and other requirements applicable to public companies; and (vii) retaining
Cash in a deposit account subject to a Blocked Account Agreement in the amount of any Restricted Payments received from the Company
pursuant to Section 6.5(d)(i); (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially
all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create
or acquire any Subsidiary or make or own any Investment in any Person other than the Company; or (g) fail to hold itself out
to the public as a legal entity separate and distinct from all other Persons.


 






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6.15        Amendments
or Waivers of Certain Agreements.


 


(a)               Each
of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment,
restatement, supplement or other modification to, or waiver of, any of its rights under any Revolving Credit Document or any
Organizational Document, or make any payment consistent with an amendment thereof or change thereto (which amendment or other
modification, in the case of (i) an Organizational Document or any Revolving Credit Document, is adverse in any material
respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment,
restatement, supplement or other modification to, or waiver of any Revolving Credit Document, none of the following
amendments shall be deemed adverse for purposes of this clause (i): (A) any waiver of any default or event of default or
any other waiver or amendment permitting or increasing (or having the effect of permitting or increasing) borrowing
availability under the Borrowing Base (without increasing the commitments under the Revolving Credit Facility),
(B) payment of customary fees in connection with any waiver or amendment, or (C) any amendment implementing
incremental or additional loans and/or commitments under the Revolving Credit Documents to the extent the Indebtedness in
respect thereof is permitted under Section 6.1 and provided, further, that with respect to the
Organizational Documents of Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation without
obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or
waiver. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise
change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the
Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or
change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon
which payments of principal or interest are due thereon, change any event of default or condition to an event of default with
respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty
thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or
change, together with all other amendments or changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on
their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lenders.


 


6.16        Limitation
on Payments Relating to Other Debt. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries
through any manner or means or through any other Person to, directly or indirectly, declare, order, make or offer to make, any
voluntary prepayment, repurchase or redemption of, or otherwise defease, the Indebtedness permitted to be incurred under Section 6.1(k)
(such Indebtedness, “Other Debt”), or segregate funds for any such voluntary prepayment, repurchase, redemption
or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange
or clearinghouse (a “Derivatives Counterparty”) obligating Holdings, the Company or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market value of Other Debt, other than (a) any prepayment,
repurchase or redemption of Other Debt pursuant to a Permitted Refinancing thereof and (b) prepayments, repurchases or redemptions
of Other Debt in an aggregate amount not to exceed the Available Excess Cash Flow as of such date (calculated after giving effect
to any Restricted Payments made pursuant to Section 6.5(f) on such date, any Investments made pursuant to Section 6.7(m) on such
date and any Credit Party Purchases on such date but without giving effect to such proposed prepayment, repurchase or redemption).


 






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6.17        Use
of Proceeds. The Borrower will not request any Loans, and the Borrower shall not use, and shall procure that its
Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan
(A) 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, (B) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner
that would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION
7.             GUARANTY


 


7.1          Guaranty
of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and
unconditionally guaranty to the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become
due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
 § 362(a)) (collectively, the “Guaranteed Obligations”).


 


7.2          Contribution
by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing
Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the
event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this
Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to
a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing
Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with
respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the
Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share
Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed
on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair
Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the
maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of
calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes
of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be
considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with
respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all
payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including
in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by
such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts
payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by
the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this
Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each
Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.


 






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7.3          Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in
furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against
any Guarantor by virtue hereof, that upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same
shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)),
Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries,
an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid
interest on such Guaranteed Obligations (including interest which, but for the Company’s becoming the subject of a case under
the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Company for
such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.


 


7.4          Liability
of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other
than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof,
each Guarantor agrees as follows:


 


(a)              
this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation
of each Guarantor and not merely a contract of surety;


 


(b)               Administrative
Agent may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence
of any dispute between the Company and any Beneficiary with respect to the existence and continuance of such Event of Default;


 


(c)              
the obligations of each Guarantor hereunder are independent of the obligations of the Company and the obligations
of any other guarantor (including any other Guarantor) of the obligations of the Company, and a separate action or actions may
be brought and prosecuted against such Guarantor whether or not any action is brought against the Company or any of such other
guarantors and whether or not the Company is joined in any such action or actions;


 


(d)               payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge
any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the
generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such
Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such
judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other
Guarantor’s liability hereunder in respect of the Guaranteed Obligations;


 






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(e)              
any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity
or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s
liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge,
or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement
relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept
other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations;
(iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without
consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any
other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and
apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any
such security, in each case as such Beneficiary in its discretion may determine consistent herewith and any applicable security
agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Guarantor against the Company or any security for the Guaranteed Obligations; and
(vi) exercise any other rights available to it under the Credit Documents; and


 


(f)                this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any
reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed
Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or
knowledge of any of them: (i) any failure or omission to assert or enforce an agreement or election not to assert or
enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of,
any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or
otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other
guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or
modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of
default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other
guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such
Credit Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any
agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the
application of payments received from any source (other than payments received pursuant to the other Credit Documents or from
the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for
indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations,
even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations;
(v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence
of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any
failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set-offs or counterclaims which the Company may allege or assert against any
Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment,
statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or
omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.


 






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7.5          Waivers
by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary,
as a condition of payment or performance by such Guarantor, to (i) proceed against the Company, any other guarantor (including
any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held
from the Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any
deposit account or credit on the books of any Beneficiary in favor of the Company or any other Person, or (iv) pursue any
other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority
or any disability or other defense of the Company or any other Guarantor including any defense based on or arising out of the
lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason
of the cessation of the liability of the Company or any other Guarantor from any cause other than payment in full of the Guaranteed
Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any
Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to
bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the
terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute
of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs,
recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect
or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices
of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder
or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations
or any agreement related thereto, notices of any extension of credit to the Company and notices of any of the matters referred
to in Section 7.4 and any right to consent to any thereof; and (g)any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.


 






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7.6          Guarantors’
Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and
the Term Loan Commitments and any Additional Term Loan Commitments shall have terminated, each Guarantor hereby waives and
agrees not to assert any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have
against the Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such
Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or
indemnification that such Guarantor now has or may hereafter have against the Company with respect to the Guaranteed
Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or
may hereafter have against the Company, and (c) any benefit of, and any right to participate in, any collateral or
security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly
paid in full and the Term Loan Commitments and any Additional Term Loan Commitments shall have terminated, each Guarantor
shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other
Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each
Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void
or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the
Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other
guarantor, shall be junior and subordinate to any rights any Beneficiary may have against the Company, to all right, title
and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against
such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement,
indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and
indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall
forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.


 


7.7          Subordination
of Other Obligations. Any Indebtedness of the Company or any Guarantor now or hereafter held by any Guarantor (the “Obligee
Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected
or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to
be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability
of the Obligee Guarantor under any other provision hereof.


 


7.8          Continuing
Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall
have been paid in full and the Term Loan Commitments and any Additional Term Loan Commitments shall have terminated. Each Guarantor
hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.


 


7.9          Authority
of Guarantors or the Company. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor
or the Company or the officers, directors or any agents acting or purporting to act on behalf of any of them.


 









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7.10        Financial
Condition of the Company. Any Credit Extension may be made to the Company or continued from time to time without notice to
or authorization from any Guarantor regardless of the financial or other condition of the Company at the time of any such grant
or continuation, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment,
or any Guarantor’s assessment, of the financial condition of the Company. Each Guarantor has adequate means to obtain information
from the Company on a continuing basis concerning the financial condition of the Company and its ability to perform its obligations
under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition
of the Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby
waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business,
operations or conditions of the Company now known or hereafter known by any Beneficiary.


 


7.11        Bankruptcy,
etc. (a) So long as any Guaranteed Obligations remain outstanding, no
Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders,
commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against
the Company or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged,
deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of the Company or any other Guarantor or by any defense which the Company or any other
Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.


 


(b)              
Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues
after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed
Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included
in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which
are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve
the Company of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative
Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.


 


(c)              
In the event that all or any portion of the Guaranteed Obligations are paid by the Company, the obligations of Guarantors
hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any
part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer
or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes
hereunder.


 






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7.12         
 Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital Stock of any Guarantor (other than
Holdings) or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation)
in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may
be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person
effective as of the time of such Asset Sale.


 


SECTION
8.               
EVENTS OF DEFAULT


 


8.1          Events of Default. If any one or more of the following conditions or events shall occur:


 


(a)             Failure to Make Payments When Due. Failure by the Company to pay (i) when due any principal of any Loan,
whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (ii) any
interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or


 


(b)             Default
in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal
of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred
to in Section 8.1(a)) in an aggregate principal amount of $15,000,000 or more, in each case beyond the grace period, if any,
provided therefor; or (ii) breach or default by any Credit Party with respect to any other term (other than Section 6.8(a)
of the Revolving Credit Facility) of (1) one or more items of such Indebtedness or (2) any loan agreement, mortgage,
indenture or other agreement relating to such item(s) of Indebtedness, or any other event or circumstance shall occur, in each
case beyond the grace period, if any, provided therefor, if the effect of such breach or default or event or circumstance is to
cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that
Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be, or to require an offer to purchase or redeem such Indebtedness be made (other than
any due on sale provision with respect to any Indebtedness permitted to be repaid hereunder and which is so repaid in full); or


 


(c)             Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained
in Sections 2.6, 2.14, 5.1(f), 5.1(g), 5.2(i), 5.14, 5.15 or 6; or


 


(d)             Breach
of Representations, etc. Any representation, warranty or certification made or deemed made by any Credit Party in any Credit
Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed
made; or


 


(e)             Other
Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained
herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1,
and such default shall not have been remedied or waived within 30 days after the earlier of (i) an officer of such Credit
Party becoming aware of such default or (ii) receipt by the Company of notice from Administrative Agent or any Lender of
such default; or


 






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(f)              Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter
a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code
or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed;
or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall
be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its
Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary
appointment of an interim receiver, trustee or other custodian of Holdings or any of its Subsidiaries for all or a substantial
part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part
of the property of Holdings or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for 60
days without having been dismissed, bonded or discharged; or


 


(g)             Voluntary
Bankruptcy; Appointment of Receiver, etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered
with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its
Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be
unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board
of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution
or otherwise authorize any action to approve any of the actions referred to in this Section 8.1(g) or in Section 8.1(f)
above; or


 


(h)             Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any
time an amount in excess of $15,000,000 (to the extent not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event later
than five days prior to the date of any proposed sale thereunder); or


 


(i)              Dissolution.
Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party;
or


 


(j)              Employee
Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance
that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any
Employee Benefit Plan under Section 430(k) of the Internal Revenue Code or under Sections 303(k) or 4068 of ERISA, in either
case involving or that might reasonably be expected to involve in the aggregate at any time an amount in excess of
$15,000,000; or


 






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(k)              
Change of Control. A Change of Control shall occur; or


 


(l)                Guaranties,
Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for
any reason, other than the satisfaction in full of all Obligations or upon the release of such Guaranty with respect to a Subsidiary
of the Company in connection with an Asset Sale permitted hereby, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof)
or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any
Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document,
in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control,
or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that
it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a
party;


 


THEN, (1) upon the occurrence of
any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence and during the continuance
of any other Event of Default, upon notice to the Company by Administrative Agent (which notice may be given by the Administrative
Agent in its discretion and shall be given by Administrative Agent upon the request of the Requisite Lenders), (A) the Term Loan
Commitments, if any, of each Lender having such Term Loan Commitments shall immediately terminate (and the Additional Term Loan
Commitments, if any, of each Lender having such Additional Term Loan Commitments shall immediately terminate); (B) each of the
following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of
any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest
on the Loans and (II) all other Obligations; and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens
and security interests created pursuant to Collateral Documents.


 


SECTION
9.             AGENTS


 


Each of the
Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. as Administrative Agent hereunder and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders
hereby irrevocably appoints JPMorgan Chase Bank, N.A. as Collateral Agent hereunder and authorizes the Collateral Agent to
take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby authorizes the
Collateral Agent to enter into each of the Collateral Documents and authorizes both the Administrative Agent and Collateral
Agent to enter into the Intercreditor Agreement.


 






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The bank serving as
the Administrative Agent or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the Administrative Agent or the Collateral Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower
or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent or the Collateral Agent hereunder.


 


Neither the
Administrative Agent nor the Collateral Agent shall have any duties or obligations except those expressly set forth herein.
Without limiting the generality of the foregoing, (a) neither the Administrative Agent nor the Collateral Agent shall be
subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing, (b) neither the Administrative Agent nor the Collateral Agent shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the
Administrative Agent or the Collateral Agent, as applicable is required to exercise in writing as directed by the Requisite
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.5), and (c) except as expressly set forth herein, neither the Administrative Agent nor the Collateral Agent shall
have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the
Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent,
Collateral Agent or any of their respective Affiliates in any capacity. Neither the Administrative Agent nor the Collateral
Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Requisite Lenders (or
such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.5) or
in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor the Collateral Agent
shall be deemed to have knowledge of any (x) notice of any of the events or circumstances set forth or described in Section
5.01 unless and until written notice thereof stating that it is a “notice under Section 5.01” in respect of this
Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower, or (y)
notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of
Default” or “notice of Event of Default”) is given to the Administrative Agent or the Collateral Agent, as
applicable by the Borrower or a Lender. Further, neither the Administrative Agent nor the Collateral Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or other Credit Document or any other agreement, instrument or
document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any
Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an
actual executed signature page), (v) the creation, perfection or priority of Liens on the Collateral or the existence of the
Collateral, or (vi) the satisfaction of any condition set forth in Section 3 or elsewhere herein or in any other Credit
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the
Collateral Agent, as applicable.


 






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The Administrative
Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed
or sent by the proper Person. The Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally
or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The
Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.


 


The Administrative
Agent and the Collateral Agent may perform any and all its respective duties and exercise its respective rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent or the Collateral Agent, as applicable. The Administrative
Agent, the Collateral Agent and any such sub-agent may perform any and all its respective duties and exercise its respective rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent, the Collateral Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent and Collateral Agent, as applicable.


 


Subject to the appointment
and acceptance of a successor Administrative Agent or Collateral Agent, as applicable as provided in this paragraph, the Administrative
Agent and the Collateral Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the
Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been
so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent or Collateral Agent, as applicable gives notice of its resignation, then the retiring Administrative Agent or Collateral
Agent, as applicable may, on behalf of the Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable
which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Administrative Agent or Collateral Agent, as applicable hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable,
and the retiring Administrative Agent or Collateral Agent, as applicable shall be discharged from its duties and obligations hereunder.
The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent, as applicable shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s
or the Collateral Agent’s resignation hereunder, the provisions of this Article and Section 10.3 shall continue in effect
for the benefit of such retiring Administrative Agent or Collateral Agent, as applicable, its sub agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral
Agent, as applicable.


 






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Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent
or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.


 


Each Lender hereby
further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be
the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject
to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable
may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject
of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required
to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section
7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5)
have otherwise consented.


 


Anything contained
in any of the Credit Documents to the contrary notwithstanding, the Company, Administrative Agent, Collateral Agent and each Lender
hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty,
it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent,
on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may
be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant
to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale
and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective
individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to
use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent
at such sale.


 


SECTION
10.          MISCELLANEOUS


 


10.1        Notices.


 


(a)              
Except in the case of notices and other communications expressly permitted to be given by telephone (and subject
to 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 telecopy, as follows:


 






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(i)               if
to the Borrower or any other Credit Party, to it at Douglas Dynamics, Inc., 7777 North 73rd Street, Milwaukee, WI 53223, Attention:
Chief Executive Officer and President, (Fax: 414-354-8448);


 


(ii)             
if to the Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, N.A., 10 S Dearborn St., L2, Chicago,
IL 60603, Attention: Susan M. Thomas (Telephone No. 312-732-7982), Email: jpm.agency.servicing1@jpmorgan.com;1


 


(iii)           
if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)            Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant
to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, the
Collateral Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular
notices or communications.


 


(c)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.


 


(d)            Each
of Holdings and the Borrower represent and warrant that it and its Subsidiaries either (i) has no registered or publicly traded
securities outstanding, or (ii) files its financial statements with the SEC and/or makes its financial statements available to
potential holders of its 144A securities, and, accordingly, the Borrower hereby (i) authorizes the Administrative Agent to make
the financial statements to be provided under Section 5.01(b) and (c), along with the Credit Documents, available to Public Lenders
and (ii) agrees that at the time such financial statements are provided hereunder, they shall already have been made available
to holders of its securities. The Borrower will not request that any other material be posted to Public Lenders without expressly
representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information
within the meaning of the federal securities laws or that Holdings, the Borrower and their respective Subsidiaries have no outstanding
publicly traded securities, including 144A securities.


 


(e)             EACH
LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


 






1 Note to Draft: JPM
to confirm.


 






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(f)              ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY BORROWER, THE ADMINISTRATIVE AGENT OR THE COLLATERAL
AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE CREDIT PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT
WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.


 


10.2        [Reserved].


 


10.3        Expenses;
Limitation of Liability; Indemnity, Etc.


 


(a)              Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative
Agent, the Collateral Agent, the Arranger and their respective Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of this Agreement and the other Credit Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)
and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent or any Lender, in connection
with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents, including its
rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans.


 


(b)              Limitation
of Liability. To the extent permitted by applicable law (i) the Borrower and any Credit Party shall not assert, and the
Borrower and each Credit Party hereby waives, any claim against the Administrative Agent, any Arranger, any Syndication Agent
and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a
 “Lender-Related Person”) for any Liabilities arising from the use by others of information or other
materials (including any personal data) obtained through telecommunications, electronic or other information transmission
systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities
against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit
Document, or any agreement or instrument contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided
that, nothing in this Section 10.3(b) shall relieve the Borrower and each Credit Party of any obligation it may have to
indemnify an Indemnitee, as provided in Section 10.3(c), against any special, indirect, consequential or punitive damages
asserted against such Indemnitee by a third party.


 






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(c)             Indemnity.
The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each Arranger, each Syndication Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder
or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by Holdings, the Borrower or any of their Subsidiaries, or any Environmental Claim related in any way to Holdings, the Borrower
or any of their Subsidiaries, or (iv) any actual or prospective Proceeding relating to any of the foregoing, whether or not
such Proceeding is brought by the Borrower or any other Credit Party or its or their respective equity holders, Affiliates, creditors
or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is
a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of, or material breach of the Credit Documents in bad faith by, such Indemnitee or
its directors, officers or employees. This Section 10.3(c) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims or damages arising from any non-Tax claim.


 


(d)             Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b)
or (c) of this Section 10.3 to the Administrative Agent and each Related Party thereof (each, an “Agent-Related Person”)
(to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according
to their respective Pro Rata Share in effect on the date on which such payment is sought under this Section (or, if such payment
is sought after the date upon which the Loans shall have been paid in full, ratably in accordance with such Pro Rata Share immediately
prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements
of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted
against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit
Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided
that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related
Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such
Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction
to have resulted primarily from such Agent-Related Party’s gross negligence or willful misconduct.  The agreements
in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 






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(e)             Payments. All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.


 


10.4        Set-Off.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon
the occurrence and during the continuance of any Event of Default each Agent, each Lender and each of their respective Affiliates
is hereby authorized by each Credit Party at any time or from time to time, without notice to any Credit Party or to any other
Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to
apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Agent, Lender or Affiliate
to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit
Party to such Agent, Lender or Affiliate hereunder, and under the other Credit Documents, including all claims of any nature or
description arising out of or connected hereto, or with any other Credit Document, irrespective of whether or not (a) such Lender
shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder
shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may
be contingent or unmatured.


 


10.5        Amendments and Waivers.


 


(a)            Requisite
Lenders’ Consent. Subject to Section 10.5(b), 10.5(c) and 10.5(d) and except as otherwise expressly contemplated
by Section 2.17(a)(ii), 2.17(a)(iii) and 2.23 hereof, by Section 5.7 of the Intercreditor Agreement and by the definition of “Permitted
Holdings Reincorporation”, no amendment, modification, termination or waiver of any provision of the Credit Documents, or
consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the
Requisite Lenders.


 


(b)            Affected
Lenders’ Consent. Without the written consent of the Requisite Lenders and each Lender that would be affected thereby,
no amendment, modification, termination, or consent shall be effective if the effect thereof would:


 


(i)             extend
the scheduled final maturity of any Loan or Note;


 


(ii)            waive,
reduce or postpone any scheduled repayment (but not prepayment);


 


(iii)           reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.9) or any fee payable hereunder;


 


(iv)          extend
the time for payment of any such interest or fees;


 


(v)           reduce or forgive the principal amount of any Loan;


 


(vi)          amend,
modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2
of the Pledge and Security Agreement;


 









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(vii)         amend
the definition of “Requisite Lenders” or “Pro Rata Share”;


 


(viii)        release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty
except as expressly provided in the Credit Documents;


 


(ix)           consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document;
or


 


(x)            modify
the term “Interest Period” so as to permit intervals in excess of six (6) months.


 


(c)            Other
Consents. In addition to the consent of the Requisite Lenders, no amendment, modification, termination or waiver of any provision
of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:


 


(i)             increase any Term Loan Commitment or Additional Term Loan Commitment of any Lender over the amount thereof then in
effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant,
Default or Event of Default shall constitute an increase in any Term Loan Commitment or Additional Term Loan Commitment of any
Lender; or


 


(ii)            amend,
modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same
applies to the rights or obligations of any Agent, in each case without the consent of such Agent.


 


(d)           Execution
of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding,
each future Lender and, if signed by a Credit Party, on such Credit Party.


 


(e)           Corrections.
Notwithstanding anything to the contrary contained herein, the Administrative Agent, with the consent of the Borrower, may amend,
modify or supplement any Credit Document without the consent of any Lender or the Requisite Lenders in order to correct, amend
or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Credit Document.


 


(f)            Replacement
Term Loans. Notwithstanding anything to the contrary contained herein, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined
below) to permit the refinancing, replacement or modification of all outstanding Loans (“Replaced Term
Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided
that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of
such Replaced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable
Margin for such Replaced Term Loans and (c) the weighted average life to maturity of such Replacement Term Loans shall not be
shorter than the weighted average life to maturity of such Replaced Term Loans at the time of such refinancing.


 






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10.6       
Successors and Assigns; Participations.


 


(a)            The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) no Credit Party may assign or otherwise transfer any of its rights
or obligations hereunder or other any other Credit Document without the prior written consent of each Lender (and any attempted
assignment or transfer by any Credit Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 


(b)            Each
Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this
Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however,
that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect
of any Loan and any related Commitments):


 


(i)             to
any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related
Lender Assignment”) upon the giving of notice to the Borrower and Administrative Agent and, for any assignment of a
Term Loan Commitment or Additional Term Loan Commitment, the consent of Administrative Agent (such consent not to be unreasonably
withheld or delayed); and


 


(ii)            to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee”
(other than a Person described in the foregoing subclause (i)) and (except in the case of assignments made by or to JPMorgan Chase
Bank, N.A.) consented to by the Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed
or, (y) in the case of the Borrower, not required at any time during syndication of the Loans to persons identified by the Administrative
Agent to the Borrower on or prior to the Restatement Effective Date or at any time an Event of Default under Section 8.1(a), 8.1(f)
or 8.1(g) shall have occurred and then be continuing, provided that the Borrower shall be deemed to have consented to any
proposed assignment unless the Borrower shall object within five Business Days after having received notice of the proposed assignment);
and





 









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(c)            Assignments shall be subject to the following additional conditions:


 


(i)             except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $500,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that
no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(ii)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(iii)           the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500;


 


(iv)           the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public
information about the Credit Parties and their Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal
and state securities laws.


 


(d)            Subject
to acceptance and recording thereof pursuant to paragraph (e) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.17,
2.18, 2.19 and 10.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 10.6 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 paragraph (g) of this Section.


 


(e)            The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans owing to, each Lender 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, the Collateral Agent and the Lenders shall 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, the Collateral Agent and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 






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(f)              Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b)
of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein
in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to Section 2.1, 2.16, 10.3(b) or 10.4, the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 


(g)             Any
Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or
other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the
Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.5 that affects such Participant. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 (subject to the requirements and limitations therein,
including the requirements under Section 2.19(f) (it being understood that the documentation required under Section
2.19(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 10.6; provided that such Participant (A) agrees
to be subject to the provisions of Sections 2.16, 2.20, 2.22 and 10.4 as if it were an assignee under paragraph (b)
of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.18 and 2.19, with respect to
any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4
as though it were a Lender, provided such Participant agrees to be subject to Section 10.4 as though it were a
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 the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any Participant or any information relating to a
Participant’s interest in any Commitments, Loans or its other obligations under any Credit Document) except to the
extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation 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.


 






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(h)              Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


(i)               Credit Party Provisions. Notwithstanding Section 10.6(b) and Section 10.6(c), (x) so long as no Default or
Event of Default has occurred and is continuing, any Credit Party may, from time to time, purchase or prepay Loans (a “Credit
Party Purchase”), in each case, on a non-pro rata basis through Dutch auction procedures open to all applicable Lenders
on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent; provided
that:


 


		(1)	any Loans acquired by any Credit Party shall automatically and without any further action on the
part of any Person be retired and cancelled immediately upon the acquisition thereof; and



 


		(2)	in the case of any Credit Party Purchase (A) no Default or Event of Default has occurred and is
continuing, (B) no loans under the Revolving Credit Facility are outstanding for the 30 days prior to the date of such Credit Party
Purchase and on the date of such Credit Party Purchase after giving effect thereto, (C) Excess Availability is at least the greater
of $15,000,000 and 15% of the commitments then in effect under the Revolving Credit Facility for 30 days prior to the date of such
Credit Party Purchase and on the date of such Credit Party Purchase after giving pro forma effect thereto, (D) no Credit
Party has any MNPI or any Borrower Restricted Information and (E) the Borrower on the date such Credit Party Purchase is made,
shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower stating that each of the conditions
to such Credit Party Purchase contained in this clause (5) has been satisfied or waived.



 


10.7         
Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if
such action is taken or condition exists.


 


10.8         Survival
of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive
the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law
to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.3 and 10.4 and the
agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans and the
termination hereof.


 






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10.9         No
Waiver; Remedies Cumulative. No failure or delay on the part of Arranger, any Agent or any Lender in the exercise of any power,
right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to
be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to
Arranger, each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and
remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure
to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy
or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.


 


10.10     
Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal
any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent
that any Credit Party makes a payment or payments to Administrative Agent, the Collateral Agent or Lenders (or to Administrative
Agent or the Collateral Agent, on behalf of Lenders), or Administrative Agent, the Collateral Agent or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to
a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause,
then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights
and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments
had not been made or such enforcement or setoff had not occurred.


 


10.11     
Severability. In case any provision in or obligation hereunder or any Note shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


10.12     
Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder
are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained
herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder
to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising
out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.


 






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10.13     
 Headings. Section headings herein are included herein for convenience of reference only and shall
not constitute a part hereof for any other purpose or be given any substantive effect.


 


10.14     
APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


10.15     
CONSENT TO JURISDICTION. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) submits for itself and its property
in any legal action or proceeding relating to this Agreement and the other CREDIT Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the United States district court for the
southern district of new york sitting in the borough of manhattan (or if such court lacks subject matter jurisdiction, the supreme
court of the state of new york sitting the borough of manhattan), and any appellate court from any thereof; provided, that
nothing contained herein or in any other CREDIT Document will prevent any Lender, THE COLLATERAL AGENT or the Administrative Agent
from bringing any action to enforce any award or judgment or exercise any right under the COLLATERAL Documents or against any
Collateral or any other property of any CREDIT Party in any other forum in which jurisdiction can be established; (b) consents
that any such action or proceeding may be brought in such courts and WAIVES any
objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) AGREES THAT SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED
IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; (e) AGREES AGENTS AND LENDERS RETAIN
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS
OF ANY OTHER JURISDICTION AND (f) waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding referred to in this Section any indirect, special,
exemplary, punitive or consequential damages arising out of, in connection with, or as a result of, this Agreement or any agreement
or instrument contemplated hereby, any Loan or the use of the proceeds thereof.


 






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10.16     
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON
LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
WHICH EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER
IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.


 


10.17      Confidentiality.
Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by a
Governmental Authority or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any
other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Credit Parties and their obligations, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other
than the Borrower. For the purposes of this Section, “Information” means all information received from the
Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative
Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to
this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the
lending industry; provided that, in the case of information received from the Borrower after the Restatement Effective
Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


 






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EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 10.17 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE COMPANY AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE CREDIT
PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO BORROWER AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


10.18      Usury
Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of
the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law
shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which
would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In
addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the
increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated
rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the
Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the
amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of Lenders and the Company to conform strictly to any applicable usury laws. Accordingly, if
any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful
Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be
applied to the outstanding amount of the Loans made hereunder or be refunded to the Borrower.


 






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10.19     
Counterparts.


 


(a)              
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile or electronic file shall be effective as delivery of a manually
executed counterpart of this Agreement.


 


(b)               Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Credit Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 10.1), certificate, request, statement, disclosure or authorization related to this Agreement, any other Credit
Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is
an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an
actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such
other Credit Document or such Ancillary Document, as applicable. The words
 “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Agreement, any other Credit Document and/or any
Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic
form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an
actual executed signature page), each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept
Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it;
provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any
Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature
purportedly given by or on behalf of the Borrower or any other Credit Party without further verification thereof and without
any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the
Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.
Without limiting the generality of the foregoing, the Borrower and each Credit Party hereby (i) agrees that, for all
purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy
proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Credit Parties, Electronic
Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page and/or any electronic images of this Agreement, any other Credit Document
and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the
Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any
other Credit Document and/or any Ancillary Document in the form of an imaged
electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and
destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right
to contest the legal effect, validity or enforceability of this Agreement, any other Credit Document
and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Credit Document
and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives
any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or
any Lender’s reliance on or use of Electronic Signatures and/or
transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any
Liabilities arising as a result of the failure of the Borrower and/or any Credit Party to use any available security measures
in connection with the execution, delivery or transmission of any Electronic Signature.


 






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10.20     
Effectiveness. This Agreement, the Amendment and Restatement Agreement and the other Credit Documents and any separate
letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof.


 


10.21     
Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting
Liens, for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or
any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession
of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance
with the Administrative Agent’s instructions.


 


10.22     
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements
of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with
the Act.


 


10.23     
Amendments; Waivers. (a)  The Requisite
Lenders hereby consent to (i) the restatement of the Pledge and Security Agreement (as defined in the Existing Credit Agreement)
in the form of the Pledge and Security Agreement and (ii) the restatement of the Intercreditor Agreement (as defined in the
Existing Credit Agreement) in the form of the Intercreditor Agreement.


 


(b)              
Each Lender that is a 2020 Existing Term Lender hereby waives payment, in respect of its 2020 Existing Term Loans,
of any amounts under Section 2.17(c) of the Existing Credit Agreement that are payable as a result of the Restatement Effective
Date.


 






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10.24     
 No Novation. Each Credit Party hereby confirms that (i) its obligations and liabilities under the Existing
Credit Agreement as modified by the Amendment and Restatement Agreement (including with respect to the 2020 Term B Loans contemplated
hereby and by the Amendment and Restatement Agreement) and the other Credit Documents to which it is a party remain in full force
and effect on a continuous basis after giving effect to the Amendment and Restatement Agreement and nothing in the Amendment and
Restatement Agreement or this Agreement shall be deemed to be a novation of any of the Obligations as defined in the Existing Credit
Agreement, (ii) the Secured Parties remain entitled to the benefits of the Guaranty and the security interests set forth or created
in the Collateral Documents and the other Credit Documents, (iii) notwithstanding the effectiveness of the terms of the Amendment
and Restatement Agreement, the Collateral Documents and the other Credit Documents are, and shall continue to be, in full force
and effect and are ratified and confirmed in all respects and (iv) from and after the Restatement Effective Date, each reference
to this “Agreement”, the “Credit Agreement” or other reference originally applicable to the Existing Credit
Agreement contained in any Credit Document shall be a reference to this Agreement, as amended and restated pursuant to the Amended
and Restated Term Loan Credit Agreement and as further amended, supplemented, restated or otherwise modified from time to time.
Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each
Credit Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full
payment and performance of the Obligations as increased by the Amendment and Restatement Agreement and by this Agreement. Notwithstanding
any provision of the Amendment and Restatement Agreement, this Agreement or any other Credit Document or instrument executed in
connection herewith, the execution and delivery of the Amendment and Restatement Agreement and the incurrence of Obligations under
the Amendment and Restatement Agreement and under this Agreement shall be in substitution for, but not in payment of, the Obligations
owed by the Credit Parties under the Existing Credit Agreement.


 


10.25     [Reserved].


 


10.26     Floor
Planning Facility Agreements. (a)  The Agents are authorized
to enter into any intercreditor or subordination agreement in connection with any Floor Planning Facility (any such agreement,
an “Additional Agreement”) and the Secured Parties acknowledge that any Additional Agreement is binding upon
them. Each Secured Party (a) agrees that it will be bound by, and will not take any action contrary to, the provisions of any
Additional Agreement and (b) hereby authorizes and instructs the Agents to enter into any Additional Agreement and to subject
the Liens on the applicable Shared Collateral to the provisions thereof.


 


(b)              
The Collateral Agent is authorized to enter into any amendment to any Collateral Document necessary to permit the
Borrower or any of its Subsidiaries to enter into any Floor Planning Facility permitted by this Agreement and/or to grant Liens
on Floor Plan Collateral in respect thereof; provided that the Lenders shall have received, at least five Business Days’
prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such
notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment.


 






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10.27     Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Affected Financial Institution arising under any Credit Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)             a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Credit Document; or


 


(iii)           the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers
of the applicable Resolution Authority.


 


10.28     
Acknowledgement Regarding Any Supported QFCs.
To the extent that the Credit Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement
or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States):


 


In the event a
Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and
any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such
interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.
In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC
Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were
governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is
understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect
the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


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