Exhibit 10.1


 





 






 



 





 


SECOND AMENDED AND RESTATED


CREDIT AGREEMENT


 


dated as of


 


January 21, 2016


 


among


 


ESCALADE, INCORPORATED


 


and


 


INDIAN INDUSTRIES, INC.


as Borrowers,


 


Escalade’s Domestic Subsidiaries,


as Loan Parties Hereto,


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 





 






 






 




     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I Definitions	1
	 	 
	SECTION 1.01. Defined Terms	1
	SECTION 1.02. Classification of Loans and Borrowings	31
	SECTION 1.03. Terms Generally	31
	SECTION 1.04. Accounting Terms; GAAP	32
	 	 
	ARTICLE II The Credits	32
	 	 
	SECTION 2.01. Commitments	32
	SECTION 2.02. Loans and Borrowings	32
	SECTION 2.03. Requests for Revolving Borrowings	33
	SECTION 2.04. RESERVED	33
	SECTION 2.05. Swingline Loan	33
	SECTION 2.06. Letters of Credit	35
	SECTION 2.07. Funding of Borrowings	39
	SECTION 2.08. Interest Elections	40
	SECTION 2.09. Termination of Commitments	41
	SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt	41
	SECTION 2.11. Prepayment of Loans	42
	SECTION 2.12. Fees	44
	SECTION 2.13. Interest	45
	SECTION 2.14. Alternate Rate of Interest	45
	SECTION 2.15. Increased Costs	46
	SECTION 2.16. Break Funding Payments	47
	SECTION 2.17. Taxes	47
	SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs	51
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders	53
	SECTION 2.20. Defaulting Lenders	54
	SECTION 2.21. Returned Payments	55
	SECTION 2.22. Banking Services and Swap Agreements	56
	 	 
	ARTICLE III Representations and Warranties	56
	 	 
	SECTION 3.01. Organization; Powers	56
	SECTION 3.02. Authorization; Enforceability	56
	SECTION 3.03. Governmental Approvals; No Conflicts	56
	SECTION 3.04. Financial Condition; No Material Adverse Change	56
	SECTION 3.05. Properties	57
	SECTION 3.06. Litigation and Environmental Matters	57
	SECTION 3.07. Compliance with Laws and Agreements; No Default	57
	SECTION 3.08. Investment Company Status	58
	SECTION 3.09. Taxes	58
	SECTION 3.10. ERISA	58
	SECTION 3.11. Disclosure	58
	SECTION 3.12. Material Agreements	58
	SECTION 3.13. Solvency	58
	SECTION 3.14. Insurance	59
	SECTION 3.15. Capitalization and Subsidiaries	59
	SECTION 3.16. Regulation U	59


 




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	SECTION 3.17. Security Interest in Collateral	59
	SECTION 3.18. Employment Matters	59
	SECTION 3.19. Federal Reserve Regulations	60
	SECTION 3.20. Use of Proceeds	60
	SECTION 3.21. No Burdensome Restrictions	60
	SECTION 3.22. Sanctions Laws and Regulations	60
	SECTION 3.23. Affiliate Transactions	60
	 	 
	ARTICLE IV Conditions	60
	 	 
	SECTION 4.01. Effective Date	60
	SECTION 4.02. Each Credit Event	63
	SECTION 4.03. Post-Closing Conditions	63
	 	 
	ARTICLE V Affirmative Covenants	64
	 	 
	SECTION 5.01. Financial Statements; Borrowing Base and Other Information	64
	SECTION 5.02. Notices of Material Events	66
	SECTION 5.03. Existence; Conduct of Business	67
	SECTION 5.04. Payment of Obligations	67
	SECTION 5.05. Maintenance of Properties	67
	SECTION 5.06. Books and Records; Inspection Rights	67
	SECTION 5.07. Compliance with Laws and Material Contractual Obligations	68
	SECTION 5.08. Use of Proceeds	68
	SECTION 5.09. Insurance	68
	SECTION 5.10. Accuracy of Information	68
	SECTION 5.11. Casualty and Condemnation	68
	SECTION 5.12. Appraisals	69
	SECTION 5.13. Depository Banks	69
	SECTION 5.14. Additional Collateral; Further Assurances	69
	SECTION 5.15. Hazardous Materials	70
	 	 
	ARTICLE VI Negative Covenants	71
	 	 
	SECTION 6.01. Indebtedness	71
	SECTION 6.02. Liens	72
	SECTION 6.03. Fundamental Changes	73
	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions	74
	SECTION 6.05. Asset Sales	75
	SECTION 6.06. Sale and Leaseback Transactions	76
	SECTION 6.07. Swap Agreements	76
	SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness	76
	SECTION 6.09. Transactions with Affiliates	77
	SECTION 6.10. Restrictive Agreements	78
	SECTION 6.11. Amendment of Material Documents	78
	SECTION 6.12. RESERVED	78
	SECTION 6.13. Financial Covenants	78
	 	 
	ARTICLE VII Events of Default	78
	 	 
	ARTICLE VIII The Administrative Agent	81
	 	 
	SECTION 8.01. Appointment	81
	SECTION 8.02. Rights as a Lender	81
	SECTION 8.03. Duties and Obligations	82


 




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	SECTION 8.04. Reliance	82
	SECTION 8.05. Actions through Sub-Agents	82
	SECTION 8.06. Resignation	83
	SECTION 8.07. Non-Reliance	83
	SECTION 8.08. RESERVED	84
	SECTION 8.09. Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	84
	 	 
	ARTICLE IX Miscellaneous	85
	 	 
	SECTION 9.01. Notices	85
	SECTION 9.02. Waivers; Amendments	86
	SECTION 9.03. Expenses; Indemnity; Damage Waiver	89
	SECTION 9.04. Successors and Assigns	90
	SECTION 9.05. Survival	94
	SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	94
	SECTION 9.07. Severability	95
	SECTION 9.08. Right of Setoff	95
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	95
	SECTION 9.10. WAIVER OF JURY TRIAL	96
	SECTION 9.11. Headings	96
	SECTION 9.12. Confidentiality	96
	SECTION 9.13. Several Obligations; Nonreliance; Violation of Law	97
	SECTION 9.14. USA PATRIOT Act	97
	SECTION 9.15. Disclosure	97
	SECTION 9.16. Appointment for Perfection	97
	SECTION 9.17. Interest Rate Limitation	97
	SECTION 9.18. No Advisory or Fiduciary Responsibility	97
	SECTION 9.19. RESERVED	98
	SECTION 9.20. Amendment	98
	SECTION 9.21. Consent and Affirmation	98
	 	 
	ARTICLE X [Reserved]	98
	 	 
	ARTICLE XI The Borrower Representative	98
	 	 
	SECTION 11.01. Appointment; Nature of Relationship	98
	SECTION 11.02. Powers	99
	SECTION 11.03. Employment of Agents	99
	SECTION 11.04. Notices	99
	SECTION 11.05. Successor Borrower Representative	99
	SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate	99
	SECTION 11.07. Reporting	99


 




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SCHEDULES:


 


Commitment Schedule


Schedule 1.01 — Loan Guaranties and Security Agreements


Schedule 3.05 — Properties


Schedule 3.06 — Disclosed Matters


Schedule 3.12 — Material Agreements


Schedule 3.14 — Insurance


Schedule 3.15 — Capitalization and Subsidiaries


Schedule 3.23 — Affiliate Transactions


Schedule 6.01 — Existing Indebtedness


Schedule 6.02 — Existing Liens


Schedule 6.04 — Existing Investments


Schedule 6.10 — Existing Restrictions


 


EXHIBITS:


 


Exhibit A — Form of Assignment
and Assumption


Exhibit B — Form of Opinion
of Borrower’s Counsel


Exhibit C — Form of Borrowing
Base Certificate


Exhibit D — Form of Compliance
Certificate


Exhibit E — Joinder Agreement


Exhibit F-1 — U.S. Tax Certificate (For Foreign Lenders that
are not Partnerships for U.S. Federal Income Tax Purposes)


Exhibit F-2 — U.S. Tax Certificate (For Foreign Participants
that are not Partnerships for U.S. Federal Income Tax Purposes)


Exhibit F-3 — U.S. Tax Certificate (For Foreign Participants
that are Partnerships for U.S. Federal Income Tax Purposes)


Exhibit F-4 — U.S. Tax Certificate
(For Foreign that are Partnerships for U.S. Federal Income Tax Purposes)


Exhibit G – Form of Revolving
Note


Exhibit H – Form of Term Note


 




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THIS SECOND AMENDED AND
RESTATED CREDIT AGREEMENT is dated as of January 21, 2016, and is among ESCALADE, INCORPORATED, the other Loan Parties hereto,
and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, Swingline Lender, and a Lender.


 


The Borrower Representative
and the Administrative Agent are parties to that certain First Amended and Restated Credit Agreement, dated as of August 27, 2013
(as amended to date, the “Existing Credit Agreement”). The Loan Parties, excluding the Borrower, are parties
to those certain Unlimited Continuing Guaranties, executed by each Guarantor individually in favor of the Administrative Agent
for the benefit of the Lenders.


 


In consideration of their
mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and
agree that the Existing Credit Agreement shall be, and it is hereby, amended and restated in its entirety by this Agreement.


 


The parties hereto agree
as follows:


 


ARTICLE I


 


Definitions


 


SECTION
1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or any Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Account”
has the meaning assigned to such term in the Security Agreement.


 


“Account Debtor”
means any Person obligated on an Account.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party
(a) acquires any going business, business unit or all or substantially all of the assets of any Person, whether through purchase
of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in
a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting
power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such
power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.


 


“Adjusted LIBO
Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.


 


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


 


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


 




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“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Agency Site”
means the Intralinks or another Electronic System established by the Administrative Agent to administer this Agreement.


 


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


 


“Aggregate Revolving
Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline Exposure
of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding
at such time).


 


“Agreement”
means this Second Amended and Restated Credit Agreement, dated as of January __, 2016, by and among the Borrowers, the other Loan
Parties party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank, Swingline Lender and as a Lender,
as amended, restated and/or modified from time to time.


 


“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
Federal Funds Effective 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,
the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject
to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an
alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a)
and (b) above and shall be determined without reference to clause (c) above.


 


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


 


“Applicable Percentage”
means, with respect to each Lender, (a) with respect to Revolving Loans, Swingline Loans, Letters of Credit, LC Disbursements and
LC Exposure, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator
of which is the aggregate Revolving Commitment of all Revolving Lenders (provided that if the Revolving Commitments have terminated
or expired as of the date of determination, the Applicable Percentages shall be determined based upon such Lender’s share
of the Aggregate Revolving Exposure of all Lenders at that date); provided that, in accordance with Section 2.20, so long
as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculation under
this clause (a), and (b) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is the outstanding
principal amount of such Lender’s Term Loan and the denominator of which is the aggregate outstanding amount of the Term
Loans of all Term Lenders.


 


“Applicable Rate”
means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Letter of Credit participation fees
or Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below, based upon the Company’s
Funded Debt to EBITDA Ratio as of the most recent determination date:


 




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	Funded Debt to
 EBITDA Ratio	 	Revolving
 Eurodollar
 Borrowing	 	 	Term
 Eurodollar 
Borrowing	 	 	ABR
 Revolving
 Borrowing	 	 	ABR Term
 Borrowing	 	 	Letter of
 Credit Fee	 	 	Commitment
 Fee	 
	Category 1	 	 	2.50	%	 	 	2.75	%	 	 	0.50	%	 	 	0.75	%	 	 	2.50	%	 	 	0.45	%
	Greater than or equal to 2.50 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2	 	 	2.25	%	 	 	2.50	%	 	 	0.25	%	 	 	0.50	%	 	 	2.25	%	 	 	0.40	%
	Greater than or equal to 2.25 to 1.0 but less than 2.50 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3	 	 	2.00	%	 	 	2.25	%	 	 	0.00	%	 	 	0.25	%	 	 	2.00	%	 	 	0.35	%
	Greater than or equal to 2.00 to 1.0 but less than 2.25 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 4	 	 	1.75	%	 	 	2.00	%	 	 	(0.25	)%	 	 	0.00	%	 	 	1.75	%	 	 	0.30	%
	Greater than or equal to 1.75 to 1.0 but less than 2.00 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 5	 	 	1.50	%	 	 	1.75	%	 	 	(0.50	)%	 	 	(0.25	)%	 	 	1.50	%	 	 	0.30	%
	Less than 1.75 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 


For purposes of the foregoing, (a) the
Applicable Rate shall be determined as of the end of each Fiscal Quarter of the Company based upon the Company’s annual or
quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate
resulting from a change in the Funded Debt to EBITDA Ratio shall be effective during the period commencing on and including the
date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change, provided that the Funded Debt to EBITDA Ratio shall
be deemed to be in Category 1 at the option of the Administrative Agent or at the request of the Lenders if the Borrowers
fail to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01,
during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.
On the Effective Date, the Applicable Rate shall be deemed to be in Category 5, and the Applicable Rate shall be determined beginning
as of the end of the Fiscal Quarter following the Borrowers’ delivery of the annual financial statements delivered pursuant
to Section 5.01 for the Fiscal Year ending December 26, 2015. If at any time the Administrative Agent determines that the financial
statements upon which the Applicable Rate was determined were incorrect (Whether based on a restatement, fraud or otherwise), the
Borrowers shall be required to retroactively pay any additional amount that the Borrowers would have been required to pay if such
financial statements had been accurate at the time they were delivered.


 


“Appraisal”
means a written statement setting forth an opinion of the market value of the real estate and all buildings, structures and other
improvements on the real estate that (i) has been independently and impartially prepared by a qualified appraiser directly engaged
by the Administrative Agent or its agent, (ii) complies with all applicable federal and state laws and regulations dealing with
appraisals or valuations of real property, and (iii) has been reviewed as to form and content and approved by the Administrative
Agent, in its reasonable judgment.


 




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“Appraised Value”
means (i) from the Effective Date until an updated Appraisal is obtained for the Gainesville Facility, $4,360,000, or (ii) the
value of the Gainesville Facility at any point in time as expressed in an Appraisal obtained following the Effective Date.


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04.


 


“Approved LC Amount”
means the maximum amount of LC Exposure that may be outstanding at any time, as approved from time to time in writing by the Required
Lenders. As of the Effective Date, the Approved LC Amount is $5,000,000.00.


 


“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 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Commitments.


 


“Available Revolving
Commitment” means, at any time, the aggregate Revolving Commitments minus the Aggregate Revolving Exposure.


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party by Chase or any of its Affiliates: (a) credit cards
for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored
value cards and (c) merchant processing services, and (d) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)
in connection with Banking Services.


 


“Banking Services
Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding.


 


“Bankruptcy Event”
means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment,
provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such
ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority
or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Beneficial Owner”
means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such
Tax relates.


 




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“Board”
means the Board of Governors of the Federal Reserve System of the U.S.


 


“Borrower”
or “Borrowers” means, individually and collectively, the Company and Indian Industries, Inc., an Indiana corporation.


 


“Borrower Representative”
has the meaning assigned to such term in Section 11.01.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Revolving
Loans, as to which a single Interest Period is in effect, (b) Term Loans made on the same date and, in the case of Eurodollar Term
Loans, as to which a single Interest Period is in effect, or (c) a Swingline Loan.


 


“Borrowing Base”
means, at any date of determination, the sum of (a) 80% of the Eligible Accounts of the Loan Parties at such date, plus
(b) 50% of the Eligible Raw Material Inventory of the Loan Parties at such date, plus 50% of the Eligible Finished
Goods Inventory of the Loan Parties at such date, plus, the Maximum Eligible In-Transit Inventory at such date, less
(c) the sum of the Reserves at such date, less (d) the Term Loan Collateral Block as of such date. The Borrowing
Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative
Agent.


 


“Borrowing Base
Certificate” means a certificate, completed, signed and certified as accurate and complete by a Financial Officer of
the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative
Agent in its sole discretion.


 


“Borrowing Request”
means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03.


 


“Burdensome Restrictions”
means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day”
shall also exclude any day on which banks are not open for general business in London.


 


“Capital Expenditures”
means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which
would be classified as a fixed or capital asset on a consolidated balance sheet of the Loan Parties prepared in accordance with
GAAP.


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Capital Use Certificate”
means a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from a Sale or
Casualty Prepayment Event (or a portion thereof specified in such certificate), commencing within 90 days after receipt of such
Net Proceeds, to acquire (or replace or rebuild) real property, Equipment or other tangible assets (excluding Inventory) to be
used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing as of the date of such
certificate.


 




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“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than Robert Griffin,
or Persons under his Control, of Equity Interests representing more than 50% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor
(ii) appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of the Company by any Person or
group other than Robert Griffin or Persons under his Control; or (d) the Company shall cease to own, free and clear of all Liens
or other encumbrances, 100% of the outstanding voting Equity Interests of Indian Industries, Inc. on a fully diluted basis.


 


“Change in Law”
means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes
a party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b)
any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement
or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement;
provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation
thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted, issued or implemented.


 


“Charges”
has the meaning assigned to such term in Section 9.17.


 


“Chase”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


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


 


“Closing Fee”
means a fee payable to Chase on or prior to the Effective Date in an amount equal to (i) the aggregate Revolving Commitment of
all Lenders as of the Effective Date multiplied by 0.05%, plus (ii) 0.15% multiplied
by the difference between (A) the aggregate Term Loan Commitment of all Lenders as of the Effective Date and (B) the outstanding
principal balance of the Term Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement immediately
prior to the effectiveness of this Agreement.


 


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


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property
of any Loan Party, now existing or hereafter acquired, that may at any time be, become or intended to be, subject to a security
interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure
the Secured Obligations.


 


“Collateral Access
Agreement” has the meaning assigned to such term in the Security Agreement.


 




     6


     


    

 


“Collateral Documents”
means, collectively, the Security Agreement, the Mortgages and any other agreements, instruments and documents executed in connection
with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without
limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination
agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and
all other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.


 


“Collection Account”
has the meaning assigned to such term in the Security Agreement.


 


“Commercial LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit
plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed
by or on behalf of the Borrowers. The Commercial LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage
of the aggregate Commercial LC Exposure at such time.


 


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment, as such Commitment
may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial
amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Commitment, as applicable.


 


“Commitment Fee”
has the meaning ascribed to such term in Section 2.12(a).


 


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


 


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


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


“Company”
means Escalade, Incorporated, an Indiana corporation.


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Exposure”
means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b)
an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 




     7


     


    

 


“Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit
Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative
Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to
funding (specifically identified and including the particular default, if any) has not been satisfied; (b) has notified any Borrower
or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with
any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based
on such Lender’s good faith determination that a condition precedent to funding a Loan under this Agreement (specifically
identified and including the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits
to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide
a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline
Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such
Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d)
has become the subject of a Bankruptcy Event.


 


“Deposit Account
Control Agreement” has the meaning set forth in the Security Agreement.


 


“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.


 


“Document”
has the meaning assigned to such term in the Security Agreement.


 


“dollars”
or “$” refers to lawful money of the U.S..


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the U.S.


 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period, (iii) all
amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary charges for such period
and (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in
Net Income in a prior period) minus (b) without duplication and to the extent included in Net Income, any extraordinary
gains and any non-cash items of income for such period, all calculated for the Company and its Subsidiaries on a consolidated basis
in accordance with GAAP.


 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“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.


 


“Electronic System”
means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any
other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent
and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes
or other security system.


 




     8


     


    

 


“Eligible Accounts”
means, at any time, the Accounts of the Loan Parties, which the Administrative Agent determines in its Permitted Discretion are
eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting
the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account:


 


(a)          which
is not subject to a first priority perfected security interest in favor of the Administrative Agent;


 


(b)          which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not
have priority over the Lien in favor of the Administrative Agent;


 


(c)          (i)
which remains unpaid more than 90 days after the due date shown on the original invoice therefor, or (ii) which
has been written off the books of the Loan Parties or otherwise designated as uncollectible;


 


(d)          which
is owing by an Account Debtor for which more than 25% of the Accounts owing from such Account Debtor and its Affiliates are ineligible
hereunder;


 


(e)          which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced
by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii)
which is evidenced by an promissory note, chattel paper or instrument, (iv) represents a progress billing, (v) is contingent upon
the Loan Parties’ completion of any further performance, (vi) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return,
sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vii) relates to payments of interest;


 


(f)          for
which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to
such Account have not been performed by the Loan Parties or if such Account was invoiced more than once;


 


(g)          which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee,
or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian,
trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement,
adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy
laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent,
or (vi) ceased operation of its business;


 


(h)          which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized
under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada unless, in either case, such Account
is either (A) backed by a Letter of Credit acceptable to the Administrative Agent in its Permitted Discretion which is in the possession
of, has been assigned to and is directly drawable by the Administrative Agent, or (B) insured by a recognized international credit
insurer acceptable to the Administrative Agent in its Permitted Discretion (but only up to the amount of such insurance and less
any deductible);


 




     9


     


    

 


(i)          which
is owed in any currency other than U.S. dollars;


 


(j)          which
is owed by (i) any Governmental Authority of any country other than the U.S. unless such Account is backed by a Letter of Credit
acceptable to the Administrative Agent in its Permitted Discretion which is in the possession of and is directly drawable by the
Administrative Agent; or (ii) any Governmental Authority of the U.S., unless the Federal Assignment of Claims Act of 1940, as amended
(31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.) and any other steps necessary to perfect the Lien
of the Administrative Agent on such Account have been complied with to the Administrative Agent’s satisfaction.


 


(k)          which
is owed by any Affiliate of any Loan Party, or any employee, officer, director, agent or stockholder of any Loan Party or any of
its Affiliates; or


 


(l)          which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which the Loan Party owning such Account is indebted, but
only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance
made by or for the benefit of an Account Debtor, in each case to the extent thereof;


 


(m)          which
is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction,
defense, setoff or dispute;


 


(n)          with
respect to which any covenant, representation or warranty contained in this Agreement or the Security Agreement has been breached
or is not true;


 


(o)          with
respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(p)          which
is owed by any Account Debtor which has sold all or substantially all of its assets;


 


(q)          which
is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities Report”
or other similar report in order to permit the Borrower to seek judicial enforcement in such jurisdiction of payment of such Account,
unless the Borrower has filed such report or qualified to do business in such jurisdiction or (ii) which is a Sanctioned Person;


 


(r)          with
respect to which such Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts
and adjustments given in the ordinary course of business, or any Account which was partially paid such Loan Party created a new
receivable for the unpaid portion of such Account;


 


(s)          which
does not comply in all material respects with the requirements of all applicable laws and regulations, whether federal, state or
local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation
Z of the Board;


 


(t)          which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than such Loan Party has or has had an ownership interest in
such goods, or which indicates any party other than such Loan Party as payee or remittance party;


 


(u)          which
was created on cash on delivery terms; or


 




     10


     


    

 


(v)         which
the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which the Administrative
Agent otherwise determines is unacceptable for any reason whatsoever.


 


In the event that an Account
which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower Representative shall notify the
Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.
In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted
Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued
and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or
other allowances (including any amount that the Borrower may be obligated to rebate to an Account Debtor pursuant to the terms
of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account
but not yet applied by such Loan Party to reduce the amount of such Account.


 


“Eligible Finished
Goods Inventory” means, at any time, Eligible Inventory constituting finished goods to be sold by the Loan Parties in
the ordinary course of business of the Loan Parties.


 


“Eligible Inventory”
means, at any time, the Inventory of the Loan Parties which the Administrative Agent determines in its Permitted Discretion is
eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting
the Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any Inventory:


 


(a)          which
is not subject to a first priority perfected Lien in favor of the Administrative Agent;


 


(b)          which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not
have priority over the Lien in favor of the Administrative Agent;


 


(c)          which
is, in the Administrative Agent’s Permitted Discretion, slow moving, obsolete, unmerchantable, defective, used, unfit for
sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable
due to age, type, category and/or quantity;


 


(d)          in
which any Person other than the Loan Parties shall (i) have any direct or indirect ownership, interest or title to such Inventory
or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest
therein;


 


(e)          which
is not Eligible Finished Goods Inventory or which constitutes work-in-process, spare or replacement parts, subassemblies, packaging
and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods,
goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods
which are not of a type held for sale in the ordinary course of business;


 


(f)          which
is not located in the U.S. or is in transit with a common carrier from vendors and suppliers provided that up to $500,000
of Inventory in transit from Vendors and Suppliers may be included as Eligible Inventory despite the foregoing provision of this
clause (f) so long as such Inventory is insured by an insurer acceptable to the Administrative Agent in its Permitted Discretion
and so long as


 




     11


     


    

 


(i)          if
requested by the Administrative Agent in its Permitted Discretion, the Administrative Agent shall have received (1) a true and
correct copy of the bill of lading and other shipping documents for such Inventory and (2) evidence of satisfactory casualty insurance
naming the Administrative Agent as lender loss payee and otherwise covering such risks as the Administrative Agent may reasonably
request,


 


(ii)         if
the bill of lading is non-negotiable, the Administrative Agent may require in its Permitted Discretion that the inventory must
be in transit within the U.S., and the Administrative Agent shall have received, if requested, a duly executed Collateral Access
Agreement, in form and substance satisfactory to the Administrative Agent in its Permitted Discretion, from the applicable customs
broker, freight forwarder or carrier for such Inventory,


 


(iii)        if
the bill of lading is negotiable, the Administrative Agent may require in its Permitted Discretion that the inventory must be in
transit from outside the U.S., and the Administrative Agent shall have received, if requested, (1) confirmation that the bill is
issued in the name of such Loan Party and consigned to the order of the Administrative Agent, and an acceptable agreement has been
executed with such Loan Party’s customs broker, in which the customs broker agrees that it holds the negotiable bill as agent
for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (2) confirmation that such Loan
Party has paid for the goods, and (3) an estimate from such Loan Party of the customs duties and customs fees associated with the
Inventory in order to establish an appropriate Reserve,


 


(iv)        if
required by the Administrative Agent in its Permitted Discretion, the common carrier is not an Affiliate of the applicable vendor
or supplier, and


 


(v)         if
required by the Administrative Agent in its Permitted Discretion, the customs broker is not an Affiliate of any Loan Party;


 


(g)          which
is not located in a location owned by a Loan Party or located on a Permitted Third Party Location, but only to the extent that
amount of such Inventory exceeds $1,000,000 in the aggregate;


 


(h)          which
is the subject of a consignment by any Loan Party as consignor;


 


(i)          which
is not reflected in a current perpetual inventory report of the Loan Parties unless such Inventory is reflected in a report to
the Administrative Agent as “in transit” Inventory;


 


(j)          with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true and which does not conform to all standards imposed by any Governmental Authority;


 


(k)          which
is a discontinued product or component thereof;


 


(l)          which
is perishable;


 




     12


     


    

 


(m)          which
contains or bears any intellectual property rights licensed to such Loan Party unless the Administrative Agent is satisfied that
it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract
with such licensor, or (iii) incurring any liability with respect to payment of royalties, other than royalties incurred pursuant
to sale of such Inventory under the current licensing agreement;


 


(n)          for
which reclamation rights have been asserted by the seller;


 


(o)          which
has been acquired from a Sanctioned Person; or


 


(p)          which
the Administrative Agent otherwise determines is unacceptable for any reason whatsoever.


 


“Eligible In-Transit
Inventory” means, at any time, Eligible Inventory in transit with a common carrier from vendors and suppliers.


 


“Eligible Raw
Material Inventory” means, at any time, Eligible Inventory constituting raw materials used or consumed by the Loan Parties
in the ordinary course of business in the manufacture or production of other Inventory.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety
matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based
upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


“Equipment”
has the meaning assigned to such term in the Security Agreement.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.


 


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


 


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


 




     13


     


    

 


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


 


“Escalade Insurance”
means Escalade Insurance, Inc., a Nevada corporation.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing refers to whether such Loan, or the Loans comprising such Borrowing, bear interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


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


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other
than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment
or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to
comply with Section 2.17(f); and (d) any U.S. Federal withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 




     14


     


    

 


“Federal Funds
Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower.


 


“Fiscal Month”
means, with respect to the Company and its Subsidiaries, one of the 13 fiscal accounting periods in each Fiscal Year of the Company
and its Subsidiaries.


 


“Fiscal Quarter”
means, with respect to the Company and its Subsidiaries, (a) during a Fiscal Year consisting of 52 weeks, one of the four fiscal
accounting periods in such Fiscal Year of the Company and its Subsidiaries with the first, third and fourth Fiscal Quarter consisting
of 12 weeks and the second Fiscal Quarter consisting of 16 weeks, and (b) during a Fiscal Year consisting of 53 weeks, one of the
four fiscal accounting periods in such Fiscal Year of the Company and its Subsidiaries with the first and third Fiscal Quarter
consisting of 12 weeks, the second Fiscal Quarter consisting of 16 weeks, and the fourth Fiscal Quarter consisting of 13 weeks.


 


“Fiscal Year”
means, with respect to the Company and its Subsidiaries, a 52-53 week tax year ending on the last Saturday of December each year.


 


“Fixed Charges”
means, for any period, without duplication, cash Interest Expense plus scheduled principal payments on Indebtedness actually
made, plus Capital Lease Obligation payments, all calculated for the Company and its Subsidiaries on a consolidated
basis in accordance with GAAP.


 


“Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) EBITDA less expenses for income taxes paid less
Restricted Payments paid in such period less the unfinanced portion of Capital Expenditures for such period
to (b) Fixed Charges for such period, all calculated for such period for the Company and its Subsidiaries on a consolidated
basis in accordance with GAAP.


 


“Fixtures”
has the meaning assigned to such term in the Security Agreement.


 


“Foreign Lender”
means (a) if a Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if a Borrower
is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other
than that in which such Borrower is resident for tax purposes.


 


“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.


 


“Funded Debt to
EBITDA Ratio” means on any date the ratio of (a) Total Indebtedness to (b) EBITDA for the period of four consecutive
Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal
Quarter most recently ended prior to such date).


 


“Funding Account”
has the meaning assigned to such term in Section 4.01(h).


 


“GAAP”
means generally accepted accounting principles in the U.S.


 




     15


     


    

 


“Gainesville Facility”
means the real property located at 4600 SW 41st Boulevard in Gainesville, Florida and owned by Bear Archery, Inc. as
of the Effective Date.


 


“Governmental
Authority” means the government of the U.S., any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business.


 


“Guaranteed Obligations”
means the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and
paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative
Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting
any action against, the Borrowers, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations; provided,
however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of
(or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor
for purposes of determining any obligations of any Loan Guarantor.


 


“Hazardous Materials”
means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous
materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,”
or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department
of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency
(or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum,
petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive,
radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 


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


 




     16


     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect
of bankers’ acceptances, (k) obligations under any liquidated earn-out and (l) any other Off-Balance Sheet Liability and
(m) obligations whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including
all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and
(ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03 of this Agreement.


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Interest Election
Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with
Section 2.08.


 


“Interest Expense”
means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of the Company and its
Subsidiaries for such period 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 bankers’ acceptances and net costs under
Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP),
calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP.


 


“Interest Payment
Date” means (a) with respect to a ABR Revolving Loan, the last day of each calendar month and the Revolving Loan Maturity
Date, (b) with respect to a ABR Term Loan, March 31, June 30, September 30 and December 31 of each year and the Term Loan Maturity
Date, and (c) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period and the Maturity Date applicable to such Loan.


 


“Interest Period”
means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may
elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case
of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 




     17


     


    

 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded upward 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 the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen
Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case,
at such time.


 


“intimus”
means intimus International GmbH, a German corporation.


 


“Inventory”
has the meaning assigned to such term in the Security Agreement.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing Bank”
means Chase, in its capacity as the issuer of Letters of Credit, and its successors in such capacity as provided in Section 2.06(i).
The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank,
in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit E.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Revolving
Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant
to Section 2.09 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender
and the Issuing Bank.


 


“Letters of Credit”
means the letters of credit issued pursuant to this Agreement and the term “Letter of Credit” means any one
of them or each of them singularly, as context may require.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the London interbank offered rate administered
by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period
equal in length to such Interest Period as displayed 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 as shall be selected
by the Administrative Agent from time to time in its reasonable discretion (in each case, the “LIBO Screen Rate”)
at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that,
(x) if any LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (y)
if the LIBO Screen Rate shall not be available at such time for a period equal in length to such Interest Period (an “Impacted
Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.14 in the event
that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion
shall be conclusive and binding absent manifest error); provided further, that, if any Interpolated Rate shall be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the above, to the extent that “LIBO
Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified
by the definition of Alternate Base Rate.


 




     18


     


    

 


“LIBO Screen Rate”
has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“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 Documents”
means, collectively, this Agreement, the Revolving Notes, the Term Loan Notes, any other promissory notes issued pursuant to this
Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, and all other agreements, instruments,
documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any
Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements
and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of
any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated
hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement
or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party (other than the Borrowers).


 


“Loan Guaranty”
means each of (i) each separate Guarantee identified on Schedule 1.01 to this Agreement, and (ii) any other Guarantee of the Obligations
entered into, after the date of this Agreement by any other Person (as required by this Agreement or any other Loan Document),
in form and substance satisfactory to the Administrative Agent, in each case as it may be amended or modified and in effect from
time to time.


 


“Loan Parties”
means, collectively, the Borrowers, the Borrowers’ Domestic Subsidiaries, and any other Person who becomes a party to this
Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Loan Party” shall
mean any one of them or all of them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial
or otherwise, of the Company and the Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its
obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Administrative Agent’s Liens (on
behalf of itself and other Secured Parties) on the Collateral or the priority of such Liens, or (d) the rights of or benefits
available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents.


 




     19


     


    

 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any
one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $500,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of a Borrower or any Subsidiary in respect of any
Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or
such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Maturity Date”
means with respect to a Revolving Loan, the Revolving Loan Maturity Date, and with respect to a Term Loan, the Term Loan Maturity
Date.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


“Maximum Eligible
In-Transit Inventory” means the lesser of (a) 50% of the Eligible In-Transit Inventory of the Loan Parties at such date,
or (b) $5,000,000.


 


“Mexican Real
Estate” means the real property located in Tijuana, Baja California, Mexico and more particularly described in the Mexican
Real Estate Purchase Agreement.


 


“Mexican Real
Estate Indebtedness” means the indebtedness, obligations and liabilities of “Harvard California,” Sociedad
De Responsabilidad Limitada De Capital Variable to pay the remaining purchase price for the Mexican Real Estate under the Mexican
Real Estate Purchase Agreement.


 


“Mexican Real
Estate Lien” means the Lien on the Mexican Real Estate in favor of “Inmobiliaria Pedro Martin,” Sociedad
Anonima De Capital Variable which is security for the payment of the Mexican Real Estate Indebtedness.


 


“Mexican Real
Estate Purchase Agreement” means the real estate purchase agreement entered into by “Harvard California,”
Sociedad De Responsabilidad Limitada De Capital Variable and “Inmobiliaria Pedro Martin,” Sociedad Anonima De Capital
Variable, a fully executed copy of which was delivered to the Administrative Agent in connection with the Ninth Amendment.


 


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


 


“Mortgage”
means each mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for
the benefit of the Administrative Agent and the Secured Parties, on real property of a Loan Party, including any amendment, restatement,
modification or supplement thereto


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Income”
means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior
to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income
(or deficit) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest,
except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under
any Loan Document) or Requirement of Law applicable to such Subsidiary.


 




     20


     


    

 


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received
in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a
note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but
only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket
expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar
proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes
paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably
estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly
attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower Representative).


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(d).


 


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


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any
indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint
or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any
of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time
evidencing any thereof.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Off-Balance Sheet
Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease”
transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction
which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance
sheet of such Person (other than operating leases).


 


“Olympia”
means Olympia Business Systems, Inc., a Delaware corporation.


 


“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,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to, or enforced, any Loan Document), or sold or assigned an interest in any Loan, Letter of Credit
or any Loan Document.


 




     21


     


    

 


“Other Taxes”
means any present or future stamp, court, documentary, intangible, recording, filing or similar 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 Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


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


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted
Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies in all respects each of the following
requirements:


 


(a)          such
Acquisition is not a hostile or contested acquisition;


 


(b)          the
business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than
the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar,
related, or incidental thereto;


 


(c)          both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of
the representations and warranties in the Loan Documents is true and correct (except (i) any such representation or warranty which
relates to a specified prior date and (ii) to the extent the Administrative Agent has been notified in writing by the Loan Parties
that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such
representation or warranty) and no Default exists, will exist, or would result therefrom;


 


(d)          as
soon as available, but not less than thirty (30) days prior to such Acquisition, the Borrower Representative has provided the Administrative
Agent (i) notice of such Acquisition, (ii) a copy of all business and financial information reasonably requested by the Administrative
Agent or the Lenders, including pro forma financial statements, balance sheets, statements of cash flow, and Revolving Loan Availability
projections, and (iii) copies of the purchase or other acquisition agreement with respect to such Acquisition and all other material
documents, instruments, and agreements with respect to such Acquisition;


 


(e)          promptly
upon the closing of such Acquisition, the Borrower Representative has provided the Administrative Agent (i) evidence satisfactory
to the Administrative Agent of the closing of such Acquisition, (ii) copies of the fully executed purchase or other acquisition
agreement with respect to such Acquisition and all other documents, instruments, and agreements with respect to such Acquisition;
and (iii) in connection with an Acquisition of the Equity Interests of any Person, evidence that legal title to such Equity Interests
is vested in a Loan Party, and in connection with an Acquisition of the assets of any Person, evidence that legal title to such
assets is vested in a Loan Party;


 




     22


     


    

 


(f)          the
total consideration (including Indebtedness assumed or otherwise incurred in connection therewith) for each Acquisition shall not
exceed $15,000,000.00;


 


(g)          if
such Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that such Person shall
become a wholly-owned Subsidiary of a Borrower or any Loan Party and shall become a Loan Party pursuant to the terms of this Agreement;


 


(h)          if
such Acquisition is an acquisition of assets, such Acquisition is structured so that a Borrower or another Loan Party shall acquire
such assets;


 


(i)          if
such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;


 


(j)          if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, such Borrower or such Loan
Party, as applicable, shall be the surviving entity;


 


(k)          no
Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities
or obligations (whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected, in the
Administrative Agent’s Permitted Discretion, to have a Material Adverse Effect;


 


(l)          in
connection with an Acquisition of the Equity Interests of any Person, all Liens on any assets of such Person shall be terminated
unless the Required Lenders in their separate sole discretion consent otherwise, and in connection with an Acquisition of the assets
of any Person, all Liens on such assets shall be terminated;


 


(m)          the
Borrower Representative shall certify (and provide the Administration Agent with pro forma calculations in form and substance reasonably
satisfactory to the Administrative Agent) to the Administrative Agent that, after giving effect to the completion of such Acquisition,
the Borrowers will be in compliance with the financial covenants in Section 6.13 on a pro forma basis which includes all consideration
given in connection with such Acquisition, other than Equity Interests of such Borrower delivered to the seller(s) in such Acquisition,
as having been paid in cash at the time of making such Acquisition;


 


(n)          all
actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of a Borrower or a Loan Party,
as applicable, required under Section 5.14 shall have been taken; and


 


(o)          the
Borrower Representative shall have delivered to the Administrative Agent the final executed material documentation relating to
such Acquisition within five (5) days following the consummation thereof.


 


“Permitted Discretion”
means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment.


 


“Permitted Encumbrances”
means:


 


(a)          Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 




     23


     


    

 


(b)          carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested
in compliance with Section 5.04;


 


(c)          pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(d)          deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business;


 


(e)          judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and


 


(f)          easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of
business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere
with the ordinary conduct of business of any Borrower or any Subsidiary;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause (e) above.


 


“Permitted Investments”
means:


 


(a)          direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency
thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year
from the date of acquisition thereof;


 


(b)          investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody’s;


 


(c)          investments
in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the U.S. or any State thereof which has a combined capital and surplus and undivided
profits of not less than $500,000,000;


 


(d)          fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in clause (c) above; and


 


(e)          money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


“Permitted Third
Party Location” means (i) any location leased by any Loan Party for which, at the option of the Administrative Agent,
either (A) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (B) a Reserve for rent, charges,
and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its sole
discretion; and (ii) any third party warehouse or bailee for which, at the option of the Administrative Agent, either (A) such
warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as
the Administrative Agent may require or (B) an appropriate Reserve has been established by the Administrative Agent in its sole
discretion.


 




     24


     


    

 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA.


 


“Prepayment Event”
means:


 


(a)          any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan
Party, other than dispositions described in Section 6.05(a); or


 


(b)          any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party with a fair value immediately prior to such event equal to or greater than $500,000; or


 


(c)          the
issuance by the Company of any Equity Interests or the receipt by the Borrower of any capital contribution in excess of $2,500,000;
or


 


(d)          the
incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01 or permitted by the Required
Lenders pursuant to Section 9.02.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by Chase as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective.


 


“Projections”
has the meaning assigned to such term in Section 5.01(e).


 


“Qualified ECP
Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the
time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such
Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange
Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank or any of the foregoing or any combination
thereof (as the context requires).


 


“Refinance Indebtedness”
has the meaning assigned to such term in Section 6.01(f).


 


“Register”
has the meaning assigned to such term in Section 9.04.


 


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


 




     25


     


    

 


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


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating,
disposing or dumping of any substance into the environment.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits
pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative
Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the
Administrative Agent.


 


“Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing more than
50% of the sum of the Aggregate Credit Exposure and unused Commitments; provided that, for purposes of declaring the Loans
to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII
or the Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only
be applicable for purposes of determining its Revolving Exposure to the extent such Lender shall have funded its participation
in the outstanding Swingline Loans.


 


“Requirement of
Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and
bylaws or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule,
regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental
Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.


 


“Reserves”
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including,
without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, volatility
reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s
charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges
related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves for contingent liabilities of any Loan Party,
reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities
or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges)
with respect to the Collateral or any Loan Party.


 


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


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit, and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount
of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Revolving Commitment as of the
Effective Date is set forth on the Commitment Schedule, or in the most recent Assignment and Assumption executed by such
Lender with respect to a Revolving Loan, as applicable. The aggregate amount of the Lenders’ Revolving Commitments as of
the Effective Date is Thirty Five Million Dollars ($35,000,000).


 




     26


     


    

 


“Revolving Exposure”
means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans,
LC Exposure and Swingline Exposure, at such time.


 


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


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01(a).


 


“Revolving Loan
Availability” means, at any date of determination, an amount equal to (a) the lesser of (i) the Revolving Commitments
at such date; and (ii) the Borrowing Base at such date, minus (b) the Revolving Exposure of all Revolving Lenders
at such date (calculated with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage
of all outstanding Borrowings).


 


“Revolving Loan
Maturity Date” means January 21, 2019, or any earlier date on which: (i) the Revolving Loan Commitments are reduced to
zero or otherwise terminated pursuant to the terms of this Agreement; or (ii) the maturity of the Revolving Loans is accelerated
pursuant to the terms of this Agreement.


 


“Revolving Notes”
has the meaning ascribed to such term in Section 2.10(e).


 


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


 


“Sale and Leaseback
Transaction” has the meaning assigned to such term in Section 6.06.


 


“Sale or Casualty
Prepayment Event” means any event described in clause (a) or (b) of the definition of the term “Prepayment Event”
hereunder.


 


“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,
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 or by the United Nations Security Council,
the European Union or any European Union 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 described in the foregoing clauses (a) or (b).


 


“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, any European Union member state or Her Majesty’s
Treasury of the United Kingdom.


 


“SEC”
means the Securities and Exchange Commission of the U.S.


 




     27


     


    

 


“Secured Obligations”
means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing to one or more
Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall
not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded
Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.


 


“Secured Parties”
means (a) the Administrative Agent, (b) the Lenders, (c) the Issuing Bank, (d) each provider of Banking Services, to the extent
the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement,
to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation
undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the foregoing.


 


“Security Agreement”
means each of (i) that certain Pledge and Security Agreement, dated as of April 30, 2009, between the Company and the Administrative
Agent, for the benefit of the Administrative Agent and the Lenders, as amended to date, (ii) each security agreement identified
on Schedule 1.01, and (iii) any other pledge or security agreement entered into, by any other Loan Party (as required by this Agreement
or any other Loan Document) or any other Person, in each case as the same may be amended, restated or otherwise modified from time
to time.


 


“Settlement”
has the meaning assigned to such term in Section 2.05(c).


 


“Settlement Date”
has the meaning assigned to such term in Section 2.05(c).


 


“Standby LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding standby Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or
on behalf of the Borrowers at such time. The Standby LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage
of the aggregate Standby LC Exposure at such time.


 


“Statements”
has the meaning assigned to such term in Section 2.18(g).


 


“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) established by the 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 of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D of the Board. Eurodollar 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 of the Board 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.


 


“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the
Secured Obligations to the written satisfaction of the Administrative Agent.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 




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“Subsidiary”
means any direct or indirect subsidiary of the Company, a Borrower or a Loan Party, as applicable.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrowers or their Subsidiaries
shall be a Swap Agreement.


 


“Swap Agreement
Obligations” of a Loan Party means any and all obligations of such Loan Party, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and
all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.


 


“Swingline Exposure”
means, at any time, the sum of the aggregate undrawn amount of all outstanding Swingline Loans. The Swingline Exposure of any Revolving
Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure.


 


“Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative
Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by Chase in its capacity
as Administrative Agent or Issuing Bank shall be deemed given by Chase in its capacity as Swingline Lender.


 


“Swingline Loan”
has the meaning assigned to such term in Section 2.05(a).


 


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


 


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


 


“Term Loan Collateral
Block” means the balance of the Term Loans less 85% of the Appraised Value of the Gainesville Facility.


 


“Term Loan Commitment”
means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans as set forth in the Commitment
Schedule or in the most recent Assignment and Assumption executed by such Term Lender, as applicable, and (b) as to all Term
Lenders, the aggregate commitment of all Term Lenders to make Term Loans, which aggregate commitment shall be Seven Million Five
Hundred Thousand Dollars ($7,500,000) on the Effective Date. After advancing the Term Loan, each reference to a Term Lender’s
Term Loan Commitment shall refer to such Term Lender’s Applicable Percentage of the Term Loans.


 




     29


     


    

 


“Term Loan Maturity
Date” means January 21, 2021, or any earlier date on which the maturity of the Term Loans is accelerated pursuant to
the terms of this Agreement.


 


“Term Loan Notes”
has the meaning ascribed to such term in Section 2.10(e).


 


“Term Loans”
means the Term Loans extended by the Term Lenders to the Borrower pursuant to Section 2.01(b) hereof.


 


“Total Indebtedness”
means, at any date, the aggregate principal amount of all Indebtedness of the Loan Parties at such date, determined on a consolidated
basis in accordance with GAAP.


 


“Transactions”
means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, the borrowing of
Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of Indiana or any other state the laws of which are
required to be applied in connection with the issue of perfection of security interests.


 


“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated
at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a
letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or
(iii) an obligation to provide collateral to secure any of the foregoing types of obligations.


 


“U.S.”
means the United States of America.


 


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


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001.


 


“Wedcor”
means Wedcor Holdings, Inc., an Indiana corporation, formerly known as Martin Yale Industries, Inc.


 


“Wedcor Contribution”
means the contribution from Wedcor to intimus of all repayment claims of Wedcor against intimus under a shareholder loan and a
loan provided by the Company to intimus.


 


“Wedcor Guaranty”
shall mean the guaranty by the Company in favor of the Wedcor Stock Buyer of the Wedcor Indemnification Obligations.


 




     30


     


    

 


“Wedcor Indemnification
Obligations” shall mean (i) the indemnification obligations of Wedcor to the Wedcor Stock Buyer pursuant to the Agreement
for the sale and purchase of all of the shares in intimus International GmbH and Olympia Business Systems, Inc. executed in connection
with the Wedcor Stock Disposition and (ii) the indemnification obligations of Wedcor to Olympia  pursuant to the Asset Sale
and Purchase Agreement executed in connection with the Wedcor Asset Disposition, up to an aggregate maximum amount of 750,000 Euros
with respect to both the Wedcor Stock Disposition and the Wedcor Asset Disposition plus the amount of any indemnification obligations
of Wedcor relating to taxes triggered by the Wedcor Contribution, certain tax liabilities relating to Olympia, the liquidation
of certain intimus subsidiaries, and certain payments by intimus to Wedcor or its U.S. affiliates subsequent to December 31, 2013.


 


“Wedcor Stock
Buyer” means Pitney Bowes España, S.A.U., a company incorporated under the laws of Spain.


 


“Wedcor Stock
Disposition” means the sale by Wedcor to Wedcor Stock Buyer of all of the issued shares in intimus and Olympia.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


SECTION
1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred
to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class
and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class
(e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class
and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION
1.03. Terms Generally. 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 “law” shall be construed as referring to all statutes, rules, regulations,
codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected
Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. 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, restated, supplemented or otherwise modified (subject to
any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference
to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise
modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to
include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case
of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d)
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, (e) 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, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer
to the same time or period for all calculations or determinations within such definition, and (g) 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.


 




     31


     


    

 


SECTION
1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof
there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative
notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of such
change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.


 


ARTICLE II


 


The Credits


 


SECTION
2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly)
agrees to make (a) Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or
(ii) the Aggregate Revolving Exposure exceeding the lesser of (x) the sum of the aggregate Revolving Commitments and (y) the Borrowing
Base and (b) a Term Loan to the Borrowers on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment,
in each case by making immediately available funds available to the Administrative Agent’s designated account, not later
than 11:00 a.m., Chicago time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers
may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.


 


SECTION
2.02. Loans and Borrowings.


 


(a)          Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any
Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set
forth in Section 2.10.


 


(b)          Subject
to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative
may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate,
the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms
of this Agreement.


 


(c)          At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $100,000 and not less than $1,000,000.00. ABR Revolving Borrowings may be in any amount. Borrowings
of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than
a total of 6 Eurodollar Borrowings outstanding.


 




     32


     


    

 


(d)          Notwithstanding
any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 


SECTION
2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify
the Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative
Agent and signed by the Borrower Representative or by telephone not later than (a) in the case of a Eurodollar Borrowing, 10:00
a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the case of a ABR Borrowing,
noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of a ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago
time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative
Agent and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.01:


 


(i)          the
aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


(ii)         the
date of such Borrowing, which shall be a Business Day;


 


(iii)        whether
such Borrowing is to be a ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)        in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period.”


 


If no election as to the Type of Revolving
Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrowers shall be deemed to have selected an Interest Period
of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


SECTION
2.04. RESERVED.


 


SECTION
2.05. Swingline Loan.


 


(a)         The
Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this
Agreement and the other Loan Documents, promptly after the Borrower Representative requests a ABR Borrowing, the Swingline Lender
may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders
and in the amount requested, same day funds to the Borrower on the applicable Borrowing date to the Funding Account (each such
Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline
Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section
2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving
Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account.


 




     33


     


    

 


(b)          Upon
the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has
been requested with respect to such Swingline Loan), each Revolving Lender shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an undivided
interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline
Lender may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which
any Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent
shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and
all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan.


 


(c)          The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the
Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders
of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested
Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the
Swingline Loans) shall transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal
amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the
Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date.
Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section
4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the
Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan,
shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred to the Administrative
Agent by any Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover from such Lender on demand
such amount, together with interest thereon, as specified in Section 2.07.


 




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SECTION
2.06. Letters of Credit.


 


(a)          General.
Subject to the terms and conditions set forth herein, the Borrower Representative on behalf of a Borrower may request the issuance
of Letters of Credit as the applicant thereof for the support of the obligations of any Borrower or any Subsidiary thereof, in
a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability
Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Borrower unconditionally
and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations
as provided in the first sentence of this paragraph, such Borrower will be fully responsible for the reimbursement of LC Disbursements
in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same
extent as if it were the sole account party in respect of such Letter of Credit (each Borrower hereby irrevocably waiving any defenses
that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party
in respect of any such Letter of Credit). Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation
hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A)
to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding,
is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement,
(ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular
or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for
which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith
deems material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank
applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued
in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be
in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.


 


(b)          Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit
by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent prior to 9:00 am, Chicago time, at least three Business Days prior to the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed
or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend,
renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of
credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter
of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal
or extension (i) the LC Exposure shall not exceed the Approved LC Amount, (ii) the aggregate Revolving Exposure of all Lenders
after such issuance, renewal or extension shall not exceed the lesser of (x) the aggregate Revolving Commitments of all Lenders
and (y) the Borrowing Base at such time.


 




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(c)          Expiration
Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof)
at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision,
one year after such renewal or extension) and (ii) the date that is five Business Days prior to the scheduled Revolving Loan
Maturity Date; provided that the Administrative Agent and the Issuing Bank, may in their sole discretion permit a Letter of Credit
to have a later expiration date so long as the expiration date of such Letter of Credit is not later than the date which is one
year after the scheduled Revolving Loan Maturity Date and the Borrowers satisfy such other conditions as the Administrative Agent
or the Issuing Bank may establish for such renewal or issuance. In addition to all requirements to be satisfied pursuant to Section
2.06(j), Borrower agrees that with respect to all Letters of Credit outstanding on the scheduled Revolving Loan Maturity Date,
Borrower shall, not later than the scheduled Revolving Loan Maturity Date, either (A) cause such Letters of Credit to be fully
supported by a clean letter of credit issued by a financial institution having a rating of AAA or higher, or (B) deposit with the
Administrative Agent in the LC Collateral Account (as such term is defined in Section 2.06(j) of this Agreement) cash in an amount
equal to one hundred five percent (105%) of the LC Exposure as of such date plus fees that would be due thereunder through the
applicable expiry date.  In each case such letter of credit or cash collateral shall be held by the Administrative Agent as
security for the repayment of the LC Exposure until the expiry date of all Letters of Credit or the return thereof for cancellation.


 


(d)          Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed
by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded
to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


 


(e)          Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the
date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior
to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to
such time on such date, then not later than 11:00 a.m., Chicago time, on (a) the Business Day that the Borrower Representative
receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (b) the Business Day
immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such
time on the day of receipt; provided that, if such LC Disbursement is not less than $100,000, the Borrowers may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed
with a ABR Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation
to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan. If the Borrowers fail to
make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans
or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation
to reimburse such LC Disbursement.


 




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(f)          Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Revolving Lenders
nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims
in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that
are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 




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(g)          Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower Representative
by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation
to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)          Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; and such interest shall be due and payable on the date when such reimbursement
is payable; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e)
of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of
this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)          Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of
any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date
of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks,
as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters
of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of
Credit.


 


(j)          Cash
Collateralization. If any Default shall occur and be continuing, on the Business Day that the Borrower Representative receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105%
of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described
in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive
right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest
in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned
on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent
and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50%
of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount
of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrowers within three (3) Business Days after all such Defaults have been cured or waived as confirmed in writing
by the Administrative Agent.


 




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(k)          LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 


SECTION
2.07. Funding of Borrowings.


 


(a)          Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available
funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Term Loans shall be
made as provided in Sections 2.01(b) and 2.02(b) and Swingline Loans shall be made as provided in Section 2.05. The Administrative
Agent will make such Loans available to the Borrowers by promptly crediting the amounts so received, in like funds, to the Funding
Account; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section
2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.


 


(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers
jointly and severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case
of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.


 




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SECTION
2.08. Interest Elections.


 


(a)          Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect
to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Swingline Loans which may not be converted or continued.


 


(b)          To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing
of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.


 


(c)          Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)          the
name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)         the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)        whether
the resulting Borrowing is to be a ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)        if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest
Period of one month’s duration.


 


(d)          Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing.


 


(e)          If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to a ABR Borrowing. Notwithstanding any contrary provision hereof, if a Default
has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative,
then, so long as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a ABR Borrowing at the end of the Interest Period applicable
thereto.


 




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SECTION
2.09. Termination of Commitments.


 


(a)          Unless
previously terminated, all Commitments shall terminate on the Maturity Date.


 


(b)          The
Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued
and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit
(or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or
at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the
Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid
fees, and (iv) the payment in full of all reimbursable expenses and other Obligations, together with accrued and unpaid interest
thereon.


 


(c)          The
Borrower Representative shall notify the Administrative Agent of any election to terminate the Commitments under paragraph (b)
of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.


 


SECTION
2.10. Repayment and Amortization of Loans; Evidence of Debt.


 


(a)          The
Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then
unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent for the account of each Term
Lender ratably the principal balance of the Term Loans in equal installments of $312,500, with each such principal installment
being due and payable on the last Business Day of each calendar quarter beginning with the calendar quarter ending March 19, 2016,
and to the extent not previously paid, the entire remaining principal balance of all Term Loans shall be paid in full in cash by
the Borrower on the Term Loan Maturity Date.


 


(b)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers
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.


 


(c)          The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
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 Borrowers 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.


 




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(d)          The
entries made in the accounts maintained pursuant to paragraph (b) or (c) 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.


 


(e)          The
obligation of:


 


(i)          the
Borrowers to pay the Revolving Loans shall be evidenced by promissory notes executed, issued and delivered by the Borrowers to
the order of each of the Revolving Lenders in substantially the form and substance of Exhibit G (as such promissory notes
may be amended, modified, supplemented, replaced and/or restated from time to time and at any time, the “Revolving Notes”);
and


 


(ii)         the
Borrowers to pay the Term Loans shall be evidenced by promissory notes executed, issued and delivered by the Borrowers to the order
of each of the Term Lenders in substantially the form and substance of Exhibit H (as such promissory notes may be amended,
modified, supplemented, replaced and/or restated from time to time and at any time, the “Term Loan Notes”).


 


SECTION
2.11. Prepayment of Loans.


 


(a)          The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (f) of this Section and, if applicable, payment of any break funding expenses under Section
2.16.


 


(b)          In
the event and on such occasion that the aggregate Revolving Exposure of all Lenders exceeds the lesser of (i) the aggregate Revolving
Commitments as of such time and (ii) the Borrowing Base as of such time, the Borrowers shall prepay the Revolving Loans, LC Exposure
and/or Swingline Loans in an aggregate amount equal to such excess.


 


(c)          In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment
Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth
in Section 2.11(e) below in an aggregate amount equal to 100% of such Net Proceeds, provided that, in the case of a Sale
or Casualty Prepayment Event, if the Borrower Representative shall deliver to the Administrative Agent a Capital Use Certificate,
then either


 


(i)          so
long as full cash dominion is not in effect, no prepayment shall be required pursuant to clause (c) in respect of the Net Proceeds
specified in such Capital Use Certificate, or


 


(ii)         if
full cash dominion is in effect, then, if the Net Proceeds specified in such certificate are to be applied to acquire, replace
or rebuild such assets by (A) the Borrowers, such Net Proceeds shall be applied by the Administrative Agent to reduce the outstanding
principal balance of the Revolving Loans (without a permanent reduction of the Revolving Commitment) and upon such application,
the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds
so applied and (B) any Loan Party that is not a Borrower, such Net Proceeds shall be deposited in a cash collateral account, and
in the case of either (A) or (B), thereafter, such funds shall be made available to the applicable Loan Party as follows: (x) Borrowers
shall request a Borrowing (specifying that the request is to use Net Proceeds pursuant to this Section) or the applicable Loan
Party shall request a release from the cash collateral account be made in the amount needed; (y) so long as the conditions set
forth in Section 4.02 have been met, the Revolving Lenders shall make such Borrowing or the Administrative Agent shall release
funds from the cash collateral account; and (z) in the case of Net Proceeds applied against the Borrowing, the Reserve established
with respect to such insurance proceeds shall be reduced by the amount of such Borrowing.


 




     42


     


    

 


To the extent any Net Proceeds from the Sale
or Casualty Prepayment Event have not been applied as set forth in the Capital Use Certificate, a prepayment shall be required
in an amount equal to such Net Proceeds that have not been so applied. Notwithstanding anything in this clause (c) to the contrary,
the Borrowers shall not be permitted to make elections to use Net Proceeds to acquire (or replace or rebuild) real property, Equipment
or other tangible assets (excluding Inventory) with respect to Net Proceeds in any Fiscal Year in an aggregate amount in excess
of the Net Proceeds in that Fiscal Year.


 


(d)          RESERVED.


 


(e)          All
such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties
or losses to Equipment, Fixtures and real property) shall be applied, to the Obligations of the Borrowers as follows: first
to prepay the Term Loans (to be applied to installments of the Term Loans in inverse order of maturity and ratably in accordance
with the then outstanding amounts thereof), second to prepay the Revolving Loans (including Swingline Loans) (ratably in
accordance with the then outstanding amounts thereof) without a corresponding reduction in the Revolving Commitment and to cash
collateralize outstanding LC Exposure with respect to Letters of Credit, third, to any outstanding obligations of the Borrower
owing to the Lenders arising under any Guarantee executed by the Borrowers in connection with this Agreement, and fourth,
any remaining amounts shall be applied as determined by the Administrative Agent in its Permitted Discretion. All such amounts
pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to
cash or Inventory) shall be applied, first to prepay the Revolving Loans (including Swingline Loans) (ratably in accordance
with the then outstanding amounts thereof) without a corresponding reduction in the Revolving Commitments and to cash collateralize
outstanding LC Exposure with respect to Letters of Credit. If the precise amount of insurance or condemnation proceeds allocable
to Inventory as compared to Equipment, Fixtures and real property is not otherwise determined, the allocation and application of
those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion.


 


(f)          The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by facsimile) of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case
of prepayment of a Eurodollar Borrowing, three Business Days before the date of prepayment, or (B) in the case of prepayment of
a ABR Borrowing, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break
funding payments pursuant to Section 2.16.


 




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SECTION
2.12. Fees.


 


(a)          The
Borrowers agree to pay to the Administrative Agent for the account of each Lender a Commitment Fee, which shall accrue at the Applicable
Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the
Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable
in arrears on the first day of each Fiscal Quarter and on the date on which the Revolving Commitments terminate, commencing on
the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)          The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate
applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure,
and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued
by the Issuing Bank during the period commencing when there is more than one Required Lender under this Agreement and running to
but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC
Exposure or more than one Revolving Lender as well as the Issuing Bank’s standard fees and commissions with respect to the
issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each Fiscal Quarter
shall be payable on the first day of the succeeding Fiscal Quarter, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such
fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to
the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).


 


(c)          The
Borrowers agree to pay the Closing Fee to Chase, for its own account, on the Effective Date.


 


(d)          The
Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrowers and the Administrative Agent.


 


(e)          All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of the Closing Fee, commitment fees and participation fees,
to the Lenders. Fees paid shall not be refundable under any circumstances.


 




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SECTION
2.13. Interest.


 


(a)          The
Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the
Applicable Rate.


 


(b)          The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)          RESERVED.


 


(d)          Notwithstanding
the foregoing, during the occurrence and continuance of a Default, the Administrative Agent or the Required Lenders may, at their
option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision
of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare
that (i) all Loans shall bear interest at 2% per annum plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% per annum
plus the rate applicable to such fee or other obligation as provided hereunder. Notwithstanding the foregoing to the contrary,
upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII, all Loans
and fees automatically shall bear interest at 2% per annum plus the rate otherwise applicable to such Loans or fees.


 


(e)          Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of a ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.


 


(f)          All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case, shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.


 


SECTION
2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)          the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period; or


 


(b)          the
Administrative Agent is advised by the Required 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;


 




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then the Administrative Agent shall give notice
thereof to the Borrower Representative and the Lenders by electronic communication as provided in Section 9.01 as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving
rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid on the last
day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as a ABR Borrowing.


 


SECTION
2.15. Increased Costs.


 


(a)          If
any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) 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) or the Issuing Bank;


 


(ii)         impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)        subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing shall
be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or
of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient
of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such
Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers will
pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


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


 




     46


     


    

 


(c)          A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank 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 Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank,
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 or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’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 270-day period referred to above shall be extended to include the period of retroactive effect
thereof.


 


SECTION
2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than
on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment
pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(c) and is revoked in accordance therewith),
or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower Representative pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrowers shall
compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar 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 Eurodollar Loan had such event not occurred, at
the Adjusted LIBO Rate that would have been applicable to such Eurodollar 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 Eurodollar 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 Borrowers shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.


 


SECTION
2.17. Taxes.


 


(a)          Withholding
of Taxes; Gross-Up. Any and all payments by or on account of any obligation of the Borrowers under any Loan Document shall
be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the Permitted Discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such
payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and
shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law
and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that
after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable
under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 




     47


     


    

 


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


 


(c)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrowers to a Governmental Authority pursuant to this
Section 2.17, the Borrower 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.


 


(d)          Indemnification
by the Borrowers. The Borrowers shall, jointly and severally, indemnify each Recipient within ten (10) days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this Section payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient 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. A certificate as to the amount of such payment or liability delivered
to the Borrower Representative by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i)  any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid
by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 


(f)          Status
of Lenders.


 


(i) Any Lender
that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower
Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative
Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 




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(ii) Without limiting the
generality of the foregoing, in the event that any Borrower is a U.S. Person,


 


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


 


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


 


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


 


(2) in the case
of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of
IRS Form W-8ECI;


 


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


 


(4) to the extent
a Foreign Lender is not the Beneficial Owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN,
a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification
documents from each Beneficial Owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide
a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;


 




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


 


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


 


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


 


(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 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), 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 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in
a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(h)          Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 




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(i)          Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 


SECTION
2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs.


 


(a)          The
Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago 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 10 South Dearborn
Street, 22nd Floor, Chicago, Illinois, except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 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)          Any
proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash
dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred
and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing
Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second,
to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services
Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth,
to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement
Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, for which
Reserves have been established, ratably (with amounts applied to the Term Loans applied to installments of the Term Loans, ratably
in accordance with the then outstanding amounts thereof, fifth, to pay an amount to the Administrative Agent equal to one
hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount
of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, sixth, to payment of any amounts owing
with respect to Banking Services and Swap Agreement Obligations up to and including the amount most recently provided to the Administrative
Agent pursuant to Section 2.22, and seventh, to the payment of any other Secured Obligation due to the Administrative Agent
or any Lender by the Borrowers. Notwithstanding the foregoing, amounts received from any Loan Party shall not be
applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any
Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest
Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class
and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative
Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds
and payments to any portion of the Secured Obligations.


 




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(c)          At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account
of the Borrower maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the Administrative Agent
to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other
amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans (including Swingline Loans),
and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable, and
(ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment
of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)          If,
except as otherwise expressly provided herein, 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 Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements 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 Loans and participations in LC Disbursements;
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 Borrowers 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 Loans or participations in LC Disbursements to any assignee or participant, other than
to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each 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 such 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.


 




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(e)          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 or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative
Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.


 


(f)          If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(e)
or 9.03(c) then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) 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 and/or (ii) hold any such amounts in a segregated account
as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; application of amounts
pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its discretion.


 


(g)          The
Administrative Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of the
Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during
the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount
indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment
with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf
of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to any past
due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in
full at another time.


 


SECTION
2.19. Mitigation Obligations; Replacement of Lenders.


 


(a)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 




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(b)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or
if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to
Section 2.15 or 2.17 and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have
received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under
Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.


 


SECTION
2.20. Defaulting Lenders. Notwithstanding any provisions of this Agreement to the contrary, if any Lender becomes
a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)          fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)          such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining
whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver
or other modification pursuant to Section 9.02) or under any other Loan Document; provided,
that, except as otherwise provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender
in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected
thereby;


 


(c)          if any Swingline
Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only to the extent that (x) the conditions set forth in Section
4.02 are satisfied at the time of such reallocation (and, unless any Borrower shall have otherwise notified the Administrative
Agent at such time, such Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such
time) and (y) the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure
and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;


 


(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize,
for the benefit of the Issuing Bank, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section
2.06(j) for so long as such LC Exposure is outstanding;


 




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(iii)        if
the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)        if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)         if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause
(i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable
to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(d)          so
long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, renew, extend or increase any
Letter of Credit, unless it is satisfied that such Defaulting Lender’s then outstanding LC Exposure will be 100% covered
by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section
2.20(c), and LC Exposure related to any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy Event
with respect to the Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or
(ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to issue, amend or increase any
Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrowers or such Lender, satisfactory
to the Issuing Bank to defease any risk to it in respect of such Lender hereunder.


 


In the event that each
of the Administrative Agent, the Borrowers and the Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s Revolving Commitment and on the date of such readjustment such Lender shall purchase at par such of the
Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its Applicable Percentage.


 


SECTION
2.21. Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the
Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for
any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated,
declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust
funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement
shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender.
The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken
by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section
2.21 shall survive the termination of this Agreement.


 




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SECTION
2.22. Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or
having Swap Agreements with, any Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking
Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement
Obligations of such Loan Party to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition,
each such Lender or Affiliate thereof shall deliver to the Administrative Agent, from time to time after a significant change
therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations
and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining
the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section
2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement
Obligations will be placed.


 


ARTICLE III


 


Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that:


 


SECTION
3.01. Organization; Powers. Each Loan Party and its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business
as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is
required.


 


SECTION
3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and
have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents
to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


 


SECTION
3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full
force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate
any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan
Party or any of its Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any
of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of
its Subsidiaries, except Liens created pursuant to the Loan Documents.


 


SECTION
3.04. Financial Condition; No Material Adverse Change.


 


(a)          The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the Fiscal Year ended December 27, 2014, and (ii) as of and for the Fiscal Quarter ended October
3, 2015, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.


 




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(b)          Since
October 3, 2015, there has been no event, change or condition has occurred that has had, or could reasonably be expected to have,
a Material Adverse Effect.


 


SECTION
3.05. Properties.


 


(a)          As
of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased
by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force
and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has
good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other
than those permitted by Section 6.02.


 


(b)          Each
Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual
property necessary to its business as currently conducted, and the use thereof by each Loan Party and its Subsidiaries does not
infringe in any material respect upon the rights of any other Person, and each Loan Party’s rights thereto are not subject
to any licensing agreement or similar arrangement. Schedule 3.05 is a correct and complete list of all trademarks, trade names,
copyrights, patents and other intellectual property owned or licensed by the Loan Parties as of the date of this Agreement.


 


SECTION
3.06. Litigation and Environmental Matters.


 


(a)          There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or
the Transactions.


 


(b)          To
its knowledge, except for the Disclosed Matters (i) no Loan Party or any of its Subsidiaries has received notice of any claim with
respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) except with respect to any
other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,
no Loan Party or any of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, or (B)  has become subject to any Environmental
Liability.


 


(c)          Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 


SECTION
3.07. Compliance with Laws and Agreements; No Default. Except where the failure to do so, individually or in the
aggregate could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance
with (i) all Requirement of Law applicable to it or its property and (ii) all indentures, agreements and other instruments
binding upon it or its property. No Default has occurred and is continuing.


 




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SECTION
3.08. Investment Company Status. No Loan Party or any of its Subsidiaries is an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940.


 


SECTION
3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are
being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has
set aside on its books adequate reserves. No tax liens have been filed and no claims are being asserted with respect to any such
taxes.


 


SECTION
3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse
Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $100,000 the fair market value of the assets of such Plan, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more
than $100,000, the fair market value of the assets of all such underfunded Plans.


 


SECTION
3.11. Disclosure. Each Loan Party has disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with
the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that, with respect to projected financial information,
each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable
at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective
Date.


 


SECTION
3.12. Material Agreements. Except as set forth in Schedule 3.12, no Loan Party is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which
it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.


 


SECTION
3.13. Solvency.


 


(a)          Immediately
after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party,
at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable
value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (iv) no Loan Party will have unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.


 




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(b)          No
Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to
be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness
or the Indebtedness of any such Subsidiary.


 


SECTION
3.14. Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf
of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums due and payable in
respect of such insurance have been paid. The Company maintains, and has caused each Subsidiary to maintain, with financially
sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles
and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged
in the same or similar businesses operating in the same or similar locations.


 


SECTION
3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name
and relationship to the Company of each Subsidiary of the Company, (b) a true and complete listing of each class of each of the
Company’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully
paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type
of entity of the Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party
have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are
fully paid and non-assessable. There are no outstanding commitments or other obligations of any Loan Party to issue, or no options,
warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Loan
Party, except for outstanding rights to acquire Equity Interests in the Company pursuant to shareholder-approved equity incentive
plans identified in the Company’s public filings with the SEC.


 


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


 


SECTION
3.17. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal
and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens
constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted
Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative
Agent pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate
of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.


 


SECTION
3.18. Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any
Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made
to employees of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary,
or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or Subsidiary.


 




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SECTION
3.19. Federal Reserve Regulations. No part of the proceeds of any Loan or Letter of Credit has been used
or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.


 


SECTION
3.20. Use of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly
as set forth in Section 5.08.


 


SECTION
3.21. No Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome
Restrictions permitted under Section 6.10.


 


SECTION
3.22. Sanctions Laws and Regulations. Each Loan Party has implemented and maintains in effect policies and procedures
designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents
with Anti-Corruption Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and employees
and, to the knowledge of such Loan Party, its directors and agents, are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects. None of (a) any Loan Party, any Subsidiary or any of their respective directors, officers
or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that
will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No
Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan
Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


SECTION
3.23. Affiliate Transactions. Except as set forth on Schedule 3.23, as of the date of this Agreement,
there are no existing or proposed agreements, arrangements, understandings, or transactions between any Loan Party and any of
the officers, members, managers, directors, stockholders, parents, holders of other Equity Interests, employees, or Affiliates
(other than Subsidiaries) of any Loan Party or any members of their respective immediate families, and none of the foregoing Persons
are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate
of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party (except
that any such Persons may own Equity Interests in (but not exceeding 2.0% of the outstanding Equity Interests of) any publicly
traded company that may compete with a Loan Party.


 


ARTICLE IV


 


Conditions


 


SECTION
4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters
of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.02):


 


(a)          Credit
Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either
(A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement, (ii) either (A) a counterpart of each other Loan Document signed on behalf of
each party thereto or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic
transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and (iii)
such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection
with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by
a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’
counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in substantially the form of Exhibit B
(together with any other real estate related opinions separately described herein), all in form and substance satisfactory to the
Administrative Agent and its counsel.


 




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(b)          Financial
Statements. The Lenders shall have received (i) audited consolidated financial statements of the Loan Parties for the two most
recent Fiscal Years ended prior to the Effective Date as to which such financial statements are available, (ii) unaudited interim
consolidated financial statements of the Loan Parties for each Fiscal Quarter ended after the date of the latest applicable financial
statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial
statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated
financial condition of the Loan Parties, as reflected in the audited, consolidated financial statements described in clause (i)
of this paragraph.


 


(c)          Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received
(i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall
(A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance
of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers
and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate
attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant
authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management
or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each Loan
Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each
Loan Party from the appropriate governmental officer in such jurisdiction.


 


(d)          No
Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer of each
Borrower and each other Loan Party, dated as of the Effective Date (i) stating that no Default has occurred and is continuing,
(ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, and
(iii) certifying as to any other factual matters as may be reasonably requested by the Administrative Agent.


 


(e)          Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices
have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts
will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower
Representative to the Administrative Agent on or before the Effective Date.


 


(f)          Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan
Parties are organized and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the
assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant
to a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(g)         RESERVED.


 




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(h)         Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit account of the Borrowers (the “Funding
Account”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings
requested or authorized pursuant to this Agreement.


 


(i)          RESERVED.


 


(j)          RESERVED.


 


(k)         Solvency.
The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Company.


 


(l)          Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing
Base as of the end of the Fiscal Month immediately preceding the Effective Date.


 


(m)        RESERVED.


 


(n)         Pledged
Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing
the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative
Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank)
by the pledgor thereof.


 


(o)         Filings,
Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the
Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order
to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected
Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly
permitted by Section 6.02), shall be in proper form for filing, registration or recordation.


 


(p)         Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory
to the Administrative Agent and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the Security Agreement.


 


(q)         RESERVED.


 


(r)          Tax
Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party.


 


(s)          Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing
documents of the Loan Parties shall be acceptable to the Administrative Agent in its Permitted Discretion.


 


(t)          RESERVED.


 


(u)         Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which
shall be satisfactory to Administrative Agent in its Permitted Discretion.


 




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(v)         RESERVED.


 


(w)        USA
PATRIOT Act, Etc. The Administrative Agent and the Lenders shall have received all documentation and other information required
by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act, for each Loan Party.


 


(x)          Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank,
any Lender or their respective counsel may have reasonably requested.


 


The Administrative Agent shall notify the Borrowers
and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations
of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Chicago time, on the date
that is five (5) Business Days after the Effective Date (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).


 


SECTION
4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and
of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)         The
representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct with the same effect as
though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct only as of such specified date.


 


(b)         At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.


 


(c)         After
giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Revolving Loan Availability
shall not be less than zero.


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section.


 


SECTION
4.03. Post-Closing Conditions. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and
of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the Administrative Agent’s receipt
within thirty (30) calendar days of the Effective Date of each (i) Collateral Access Agreement required to be provided pursuant
to Section 4.13 of the Security Agreement; (ii) Deposit Account Control Agreement required to be provided pursuant to Section
4.14 of the Security Agreement; and (iii) each of (a) an appraisal, (b) a survey, (c) a flood certificate, and (d) a Phase I Environmental
Site Assessment, for the Gainesville Facility from a firm(s) acceptable to the Administrative Agent, which reports and documents
shall be satisfactory to the Administrative Agent in its Permitted Discretion.


 




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ARTICLE V


 


Affirmative Covenants


 


Until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated in each case without any pending draw and all LC Disbursements
have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


SECTION 5.01.
Financial Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent
and each Lender:


 


(a)          within
90 days after the end of each Fiscal Year of the Company, its audited consolidated and consolidating balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case
in comparative form the figures for the previous Fiscal Year, all reported on by independent public accountants acceptable to the
Required Lenders (without a “going concern” or like qualification, commentary or exception and without any qualification,
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants;


 


(b)          within
45 days after the end of each Fiscal Quarter, its consolidated and consolidating balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of such Fiscal Quarter, setting forth in each case in comparative form
the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal
Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and
results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)          concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower
Representative in substantially the form of Exhibit D (i) certifying, in the case of the financial statements delivered
under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Company
and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably
detailed calculations demonstrating compliance with Section 6.13 and (iv) stating whether any change in GAAP or in the
application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any
such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)          RESERVED.


 


(e)          as
soon as available but in any event no later than 45 days following the end of each Fiscal Year of the Company, a copy of the plan
and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of
the Company for each month of the upcoming Fiscal Year (the “Projections”) in form reasonably satisfactory to
the Administrative Agent;


 




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(f)          as
soon as available but in any event within 30 days of the end of each Fiscal Month, and at such other times as may be requested
by the Administrative Agent, as of the Fiscal Month then ended, a Borrowing Base Certificate and supporting information in connection
therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;


 


(g)          as
soon as available but in any event within 30 days of the end of each Fiscal Month and at such other times as may be requested by
the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the
Administrative Agent;


 


(i)          a
detailed aging of the Loan Parties’ Accounts, including all invoices aged by invoice date and due date (with an explanation
of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying
the name, address, and balance due for each Account Debtor;


 


(ii)         a
schedule detailing the Loan Parties’ Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing
Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement or warehouse agreement),
by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued
at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent
has previously indicated to the Borrowers are deemed by the Administrative Agent to be appropriate; and (2) including a report
of any variances or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including information
regarding sales or other reductions, additions, returns, credits issued by the Borrowers and complaints and claims made against
the Borrowers);


 


(iii)        a
worksheet of calculations prepared by the Borrowers to determine Eligible Accounts and Eligible Inventory, such worksheets detailing
the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion;


 


(iv)        a
reconciliation of the Loan Parties’ Accounts and Inventory between (A) the amounts shown in the Company’s general ledger
and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in
the reports delivered pursuant to clauses (i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause (f)
above as of such date; and


 


(v)         a
reconciliation of the loan balance per the Company’s general ledger to the loan balance under this Agreement;


 


(h)          RESERVED;


 


(i)          RESERVED;


 


(j)          promptly
upon the Administrative Agent’s request:


 




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(i)          copies
of invoices issued by the Loan Parties in connection with any Accounts, credit memos, shipping and delivery documents, and other
information related thereto;


 


(ii)         copies
of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any
Loan Party; and


 


(iii)        a
schedule detailing the balance of all intercompany accounts of the Loan Parties;


 


(k)          RESERVED;


 


(l)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC,
or with any national securities exchange, as the case may be; and


 


(m)          promptly
following any request therefor, such other information regarding the operations, changes in ownership of Equity Interests, business
affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender may reasonably request.


 


SECTION
5.02. Notices of Material Events. The Borrowers will furnish to the Administrative Agent and each Lender prompt
(but in any event within any time period that may be specified below) written notice of the following:


 


(a)          the
occurrence of any Default;


 


(b)          receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against
any Loan Party that (i) seeks damages in excess of $750,000, (ii) seeks injunctive relief that could, if adversely determined,
reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries
or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies
in connection with, any Environmental Laws or related Requirements of Law, or seeks to impose Environmental Liability, (vi) contests
any tax, fee, assessment, or other governmental charge in excess of $500,000, or (vii) involves any product recall;


 


(c)          any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;


 


(d)          any
loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;


 


(e)          within
two Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public
warehouse where Collateral in excess of $500,000 is located;


 


(f)          within
two Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together
with copies of all agreements evidencing such Swap Agreement or amendment;


 




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(g)          the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $500,000; and


 


(h)          any
other development that results, or could reasonably be expected to result, in a Material Adverse Effect.


 


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


 


SECTION
5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights,
qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and
permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


SECTION
5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material
Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such
Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect; provided,
however, that each Loan Party will, and will cause each Subsidiary to, remit withholding taxes and other payroll taxes
to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.


 


SECTION
5.05. Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all
property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


SECTION
5.06. Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper
books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its
business and activities and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees
of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative
Agent), upon reasonable prior notice, to visit and inspect its properties, conduct at the Loan Party’s premises, field examinations
of the Loan Party’s assets, liabilities, books and records, including examining and making extracts from its books and records,
environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its
officers and independent accountants, all at such reasonable times and as often as reasonably requested. After the occurrence
and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent and each Lender with
access to its suppliers. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection,
may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the
Administrative Agent and the Lenders.


 




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SECTION
5.07. Compliance with Laws and Material Contractual Obligations. Each Loan Party will,
and will cause each Subsidiary to, (i) comply with all Requirement of Law applicable to it or its property (including without
limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it
is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to
ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions.


 


SECTION
5.08. Use of Proceeds.


 


(a)          The
proceeds of the Loans will be used only (i) to repay the indebtedness, liability and obligations on the Effective Date of the Borrowers
under the Existing Credit Agreement; and (ii) to supplement working capital and for other general business purposes (not otherwise
prohibited by this Agreement). No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly,
(i) for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X
or (ii) to make any Acquisition other than the Permitted Acquisitions. Letters of Credit will be used only to support general
business purposes (not otherwise provided by this Agreement).


 


(b)          The
Borrowers will not request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its
Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing
or Letter of Credit (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
5.09. Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable
carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater
risk retention) and against such risks (including, without limitation, loss or damage by fire and loss in transit; theft, burglary,
pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other
hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in
the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to
the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.


 


SECTION
5.10. Accuracy of Information. The Loan Parties will ensure that any information, including financial statements
or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document
or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrowers
on the date thereof as to the matters specified in this Section 5.10; provided that, with respect to projected financial
information, the Loan Parties will only ensure that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.


 


SECTION
5.11. Casualty and Condemnation. The Borrowers will (a) furnish to the Administrative
Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral
or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under
power of eminent domain or by condemnation or similar proceeding and (b) ensure that the Net Proceeds of any such event (whether
in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable
provisions of this Agreement and the Collateral Documents.


 




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SECTION
5.12. Appraisals. At any time that the Administrative Agent requests, the Borrowers
will, and will cause each Subsidiary to provide the Administrative Agent with appraisals or updates thereof of their real property
from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative
Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law;
provided, however, that each such appraisal shall be at the sole expense of the Borrowers.


 


SECTION
5.13. Depository Banks. The Loan Parties and their Subsidiaries will maintain the Administrative Agent as its principal
depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit
accounts for the conduct of its business.


 


SECTION
5.14. Additional Collateral; Further Assurances.


 


(a)          Subject
to applicable Requirement of Law, the Borrowers and each Subsidiary that is a Loan Party will cause each of its Domestic Subsidiaries
formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing
a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder
and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii)
will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties,
in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned
by any Loan Party.


 


(b)          The
Borrowers and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of
its Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by a Borrower or any Domestic Subsidiary to be subject
at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent
and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative
Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing,
each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a
Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative
Agent.


 


(c)          Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents
and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement
of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this
Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by
the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense
of the Loan Parties.


 




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(d)          If
any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower
or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement
that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify
the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders, cause such
assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each Subsidiary that is a Loan Party
to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens,
including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.


 


SECTION
5.15. Hazardous Materials. Within thirty (30) Business Days after request by the Administrative Agent, each Loan
Party shall provide to the Administrative Agent written information regarding all Hazardous Materials that are used, generated,
transported, stored or disposed of by the Loan Party, in reportable quantities. If any Loan Party should commence the use, treatment,
transportation, generation, storage, or disposal of any Hazardous Substance in reportable quantities in its operations in addition
to those noted in such information, such Loan Party shall immediately notify the Administrative Agent of the commencement of such
activity with respect to each such Hazardous Substance within thirty (30) Business Days of commencing such activity. Each Loan
Party shall cause any Hazardous Materials which are now or may hereafter be used or generated in the operations of the Loan Party
in reportable quantities to be accounted for and disposed of in compliance with all Environmental Laws and other applicable federal,
state and local laws and regulations. No Loan Party shall allow or permit to continue the release or threatened release of any
Hazardous Materials on any premises owned or occupied by or under lease to the Loan Party. Each Loan Party shall notify the Administrative
Agent within five (5) Business Days after obtaining knowledge of any of the events described below and shall, simultaneously with
providing such notice, provide the Administrative Agent with copies of any correspondence regarding such event:


 


(i)          any
premises which have at any time been owned or occupied by or have been under lease to the Loan Party are the subject of an environmental
investigation by any federal, state or local governmental agency having jurisdiction over the regulation of any Hazardous Materials,
the purpose of which investigation is to quantify the levels of Hazardous Materials located on such premises;


 


(ii)         the
Loan Party has been named or is threatened to be named as a party responsible for the possible contamination of any real property
or ground water with Hazardous Materials, including, but not limited to the contamination of past and present waste disposal sites;
or


 


(iii)        any
notice or claim to the effect that any Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the
release by any Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment,
and any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by any Borrower
or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect.


 




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If any Loan Party is notified of any event
described in (i) or (ii) above, such Loan Party shall within thirty (30) Business Days of such notice engage a firm or firms of
engineers or environmental consultants appropriately qualified to determine as quickly as practical the extent of contamination
and the potential financial liability of the Loan Party with respect thereto, and the Administrative Agent shall be provided with
a copy of any report prepared by such firm or by any governmental agency as to such matters as soon as any such report becomes
available to the Loan Party, and the Loan Party shall immediately establish reserves in the amount of the potential financial liability
of the Loan Party identified by such environmental consultants or engineers. The selection of any engineers or environmental consultants
engaged pursuant to the requirements of this Section 5.15 shall be subject to the approval of the Administrative Agent, which approval
shall not be unreasonably withheld. Each Loan Party shall provide an adequate reserve for the payment of all potential financial
liability not covered by insurance upon the occurrence of any event described in this Section 5.15.


 


ARTICLE VI


 


Negative Covenants


 


Until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable
under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case without
any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees,
jointly and severally with all of the other Loan Parties, with the Lenders that:


 


SECTION
6.01. Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume, or suffer to
exist any Indebtedness, except:


 


(a)          the
Secured Obligations;


 


(b)          Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements
of any such Indebtedness in accordance with clause (f) hereof;


 


(c)          Indebtedness
of any Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that (i) Indebtedness
of any Subsidiary that is not a Loan Party to the Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04
and (ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations
on terms reasonably satisfactory to the Administrative Agent;


 


(d)          Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary,
provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower
or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04
and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary
on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;


 


(e)          Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
including Equipment (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided
that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction
or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance
Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $500,000 at any time outstanding;


 




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(f)          Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or
replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses
(b) and (e) and (i) and (j) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided
that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, (ii)
any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any of its Subsidiaries,
(iii) no Loan Party or any of its Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness
is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in
a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness are not
less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness
was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must
include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those
that were applicable to such Original Indebtedness;


 


(g)          Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary
course of business;


 


(h)          Indebtedness
of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case
provided in the ordinary course of business;


 


(i)          Mexican
Real Estate Indebtedness in an amount not to exceed $1,500,000;


 


(j)          Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and
(ii) the aggregate principal amount of Indebtedness permitted by this clause (j) shall not exceed $500,000 at any time outstanding;


 


(k)          other
unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding; provided that
the aggregate principal amount of Indebtedness of the Borrowers’ Subsidiaries permitted by this clause (k) shall not exceed
$1,000,000 at any time outstanding; and


 


(l)          the
Wedcor Indemnification Obligations.


 


SECTION
6.02. Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income
or revenues (including Accounts) or rights in respect of any thereof, except:


 


(a)          Liens
created pursuant to any Loan Document;


 


(b)          Permitted
Encumbrances;


 




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(c)          any
Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02;
provided that (i) such Lien shall not apply to any other property or asset of such Borrower or any Subsidiary and (ii) such
Lien shall secure only those obligations which it secures on the date hereof;


 


(d)          Liens
on fixed or capital assets including Equipment acquired, constructed or improved by any Borrower or any Subsidiary; provided
that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness
secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed
or capital assets and (iv) such Liens shall not apply to any other property or assets of any Borrower or such Subsidiary;


 


(e)          any
Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or
any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party
after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be;


 


(f)          Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon;


 


(g)          Liens
arising out of Sale and Leaseback Transactions permitted by Section 6.06;


 


(h)          The
Mexican Real Estate Lien; and


 


(i)          Liens
granted by a Subsidiary that is not a Loan Party in favor of a Borrower or another Loan Party in respect of Indebtedness owed by
such Subsidiary.


 


Notwithstanding the foregoing, none of the
Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than those
permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) above and (2) Inventory, other than those
permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and clause (a) above.


 


SECTION
6.03. Fundamental Changes.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into
a Borrower in a transaction in which a Borrower is the surviving entity, (ii) any Loan Party (other than any Borrower) may
merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party and (iii) any Subsidiary that is
not a Loan Party may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in
the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted
by Section 6.04.


 




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(b)          No
Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses of the
type conducted by the Borrowers and their Subsidiaries on the date hereof and businesses reasonably related thereto.


 


(c)          No
Loan Party will change its Fiscal Year without the advance written consent of the Administrative Agent.


 


(d)          No
Loan Party shall (i) change its name as it appears in official filings in the state of its incorporation or organization, (ii)
change its chief executive office, principal place of business, mailing address, or corporate offices, (iii) change the type of
entity that it is, or (iv) change its organization identification number, if any, issued by its state of incorporation or other
organization, (v) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received
at least thirty days prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either
(1) the Administrative Agent has determined, in its Permitted Discretion, that such change will not adversely affect the validity,
perfection or priority of any Lien in favor of the Administrative Agent or any Lender in the Collateral, or (2) any reasonable
action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue
the perfection of any Liens in favor of the Administrative Agent or any Lender in any Collateral), provided that, any new
location shall be in the continental U.S.


 


SECTION
6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will,
nor will it permit any Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant
to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests,
evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of,
make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:


 


(a)          Permitted
Investments;


 


(b)          investments
and loans in existence on the date hereof and described in Schedule 6.04;


 


(c)          investments
by the Loan Parties in the Equity Interests of their respective Subsidiaries, provided that any Equity Interests held by
a Loan Party shall be pledged pursuant to the applicable Security Agreement (subject to the limitations applicable to Equity Interests
of a Foreign Subsidiary referred to in Section 5.14);


 


(d)          loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided
that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the applicable
Security Agreement;


 


(e)          Guarantees
constituting Indebtedness permitted by Section 6.01;


 


(f)          loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past
practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in the aggregate
at any one time outstanding;


 




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(g)          notes
payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect
to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;


 


(h)          investments
in the form of Swap Agreements permitted by Section 6.07;


 


(i)          investments
of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or
any of the Subsidiaries (including in connection with a permitted acquisition) so long as such investments were not made in contemplation
of such Person becoming a Subsidiary or of such merger;


 


(j)          investments
received in connection with the disposition of assets permitted by Section 6.05;


 


(k)          investments
constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;


 


(l)          extensions
of credit or credit accommodations to customers or vendors made by a Borrower or a Subsidiary in the ordinary course of its business
as conducted on the Effective Date;


 


(m)          other
investments, loans, advances and warranties and recourse obligations up to an aggregate amount not exceeding $250,000 outstanding
at any time;


 


(n)          investments
of Escalade Insurance, that (i) are investments of the same type and character as those investments of Escalade Insurance that
exist on the Effective Date, (ii) comply with the investment policies of Escalade Insurance; and (iii) comply with all laws regulating
the investments of Escalade Insurance; provided, however, as of the Effective Date, all investments of Escalade Insurance in excess
of $500,000 shall be at least NAIC Class 1 and Class 2 investments;


 


(o)          other
investments of Subsidiaries, provided that investments permitted under this Section 6.04(o) shall not exceed $500,000;


 


(p)          Permitted
Acquisitions;


 


(q)          purchases
of Equity Interests of a Borrower to the extent permitted by Section 6.08 of this Agreement; and


 


(r)          the
Wedcor Guaranty.


 


SECTION
6.05. Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell,
transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrowers permit any
Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to a Borrower or another Subsidiary in compliance
with Section 6.04), except:


 


(a)          sales,
transfers and dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus
Equipment or property in the ordinary course of business;


 


(b)          sales,
transfers and dispositions of assets to any Borrower or any Subsidiary, provided that any such sales, transfers or dispositions
involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;


 




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(c)          sales,
transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)          sales,
transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;


 


(e)          Sale
and Leaseback Transactions permitted by Section 6.06;


 


(f)          dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of any Borrower or any Subsidiary;


 


(g)          sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary
are sold) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of
all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed $750,000 during any
Fiscal Year of the Company; and


 


(h)          sale
of the real estate and improvements located in Reynosa, Mexico; provided that the Net Proceeds of such sale shall be applied to
the Obligations as provided in Section 2.11(c) of this Agreement.


 


provided that all sales, transfers,
leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (f), (h) and (i) above) shall be
made for fair value and for at least 75% cash consideration.


 


SECTION
6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property
that it intends to use for substantially the same purpose or purposes as the property sold or transferred a “Sale and
Leaseback Transaction”), except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that
is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within
90 days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.


 


SECTION
6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter
into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of any Borrower or any Subsidiary), and (b) Swap Agreements
entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate
to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary.


 


SECTION
6.08. Restricted Payments; Certain Payments of Indebtedness.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any
Restricted Payment, or enter into any transaction that has a substantially similar effect or incur any obligation (contingent or
otherwise) to do so, except (i) the Borrowers may declare and pay dividends with respect to its common stock payable solely in
additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred
stock or in shares of its common stock, (ii) so long as there exists no Event of Default, the Borrowers may, to the extent required
by law, repurchase fractional shares of Borrowers’ Equity Interests up to an aggregate repurchase total for all fractional
shares repurchased of $500,000, (iii) the Borrowers may issue its common stock pursuant to the Borrowers’ stock option plan
existing on the Effective Date, (iv) so long as there exists no Event of Default, during the period beginning on the Effective
Date and continuing to and including the Maturity Date, the Borrowers may purchase shares of Borrowers’ Equity Interests
up to an aggregate purchase total for all shares repurchased of $3,000,000; and (v) the Borrowers may declare and pay dividends
so long as there exists no Event of Default.


 




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(b)          No
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness,
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(i)          payment
of Indebtedness created under the Loan Documents;


 


(ii)         payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01,
other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


 


(iii)        refinancings
of Indebtedness to the extent permitted by Section 6.01; and


 


(iv)        payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness.


 


SECTION
6.09. Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary
to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets
from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary
course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary
than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan
Parties not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted
under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under
Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such
Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit
of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business, and (h) any issuances
of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
agreements, stock options and stock ownership plans approved by a Borrower’s board of directors. Notwithstanding the foregoing,
no Loan Party shall, nor shall it permit any Subsidiary to make any payment, dividend or transfer any money to Escalade Insurance
except that the Loan Parties and their Subsidiaries may pay insurance premiums which are due and payable to Escalade Insurance
for insurance provided in the ordinary course of business by or through Escalade Insurance to the Loan Parties or their Subsidiaries.


 




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SECTION
6.10. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary
to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or permit to exist
any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to
Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions
and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or
any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply
to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause
(a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof, and (vi) clause (a)
of the foregoing shall not apply to restrictions in the Mexican Real Estate Purchase Agreement so long as such restrictions apply
only to “Harvard California,” Sociedad De Responsabilidad Limitada De Capital Variable.


 


SECTION
6.11. Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or
waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, (b) its charter, certificate
or articles of incorporation or organization, by-laws, operating, management or partnership agreement or other organizational
or governing documents or (c) to the extent any such amendment, modification or waiver would be adverse to the Lenders.


 


SECTION
6.12. RESERVED.


 


SECTION
6.13. Financial Covenants.


 


(a)          Fixed
Charge Coverage Ratio. As of the end of each fiscal quarter closing after the Effective Date, the Company and its Subsidiaries
shall achieve a Fixed Charge Coverage Ratio for the four (4) successive Fiscal Quarters of the Company ending on the date of determination
of not less than 1.25 to 1.00.


 


(b)          RESERVED.


 


(c)          Funded
Debt to EBITDA Ratio. The Loan Parties shall achieve, at the end of each Fiscal Quarter which closes after the Effective Date,
a Funded Debt to EBITDA Ratio of not more than 2.75 to 1.0 for the 12-month period then ended.


 


ARTICLE VII


 


Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)          the
Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise
and such failure shall continue unremedied for a period of three (3) Business Days;


 


(b)          the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of three Business Days;


 




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(c)          any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this
Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been
materially incorrect when made or deemed made;


 


(d)          any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with
respect to a Loan Party’s existence) or 5.08 or in Article VI;


 


(e)          any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i)
5 days after the earlier of knowledge of such breach or notice thereof from the Administrative Agent (which notice will be
given at the request of any Lender) if such breach relates to terms or provisions of Section 5.10 of this Agreement or (ii) 15
days after the earlier of knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given
at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;


 


(f)          any
Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and payable after the expiration of any applicable
notice and cure period;


 


(g)          any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;


 


(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary
of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)          any
Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a
substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;


 




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(j)          any
Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability, or publicly declare its intention
not to, or fail generally to pay its debts as they become due;


 


(k)          (i)
one or more judgments for the payment of money in an aggregate amount in excess of $100,000 shall be rendered against any Loan
Party, any Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30 consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor with a
judgment in excess of $20,000 to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to enforce
any such judgment; or (ii) any Loan Party or any Subsidiary of any Loan Party shall fail within 30 days to discharge one or more
non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good
faith by proper proceedings diligently pursued;


 


(l)          an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(m)          a
Change in Control shall occur;


 


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


 


(o)          the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the
Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty
to which it is a party, or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant
to the terms of any Loan Guaranty;


 


(p)          except
as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid security
interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be
a perfected, first priority Lien; or


 


(q)          any
Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document; and


 


(r)          any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action
or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid,
binding and enforceable in accordance with its terms);


 




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then, and in every such event (other than an
event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative,
take either or both of the following actions, at the same or different times:  (i) terminate the Commitments, whereupon
the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or
in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal
not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued
hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and in the case of any event with respect to the Borrowers described in clause
(h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together
with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the
request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth
in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law
or equity, including all remedies provided under the UCC.


 


ARTICLE VIII


 


The Administrative Agent


 


SECTION
8.01. Appointment. Each of the Lenders, on behalf of itself and any of its Affiliates
that are Secured Parties and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes
the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise
such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers
as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the U.S.,
each of the Lenders and the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute
any Collateral Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. The provisions
of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the
Issuing Bank), and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions. It is understood
and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between independent contracting parties.


 


SECTION
8.02. Rights as a Lender. The bank serving as the Administrative 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, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative
Agent hereunder.


 




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SECTION
8.03. Duties and Obligations. The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence
or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative
Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument
or document, (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 Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.


 


SECTION
8.04. Reliance. The Administrative 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 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 may consult with legal counsel (who may be counsel for the Borrowers),
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.


 


SECTION
8.05. Actions through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all of its duties and exercise its 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 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 the Administrative Agent.


 




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SECTION
8.06. Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative.
Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor.
If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days
after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Bank, appoint a successor Administrative Agent 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 hereunder by its successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its
predecessor, unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the event no successor
Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness
of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation
stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative
Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to
be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral
in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor
Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed
that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document,
including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i)
all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any
Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications
required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and
the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions
of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions
set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, 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 and in respect of the matters referred to in the proviso under clause (a) above.


 


SECTION
8.07. Non-Reliance.


 


(a)          Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding
commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative 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 as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates)
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 other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding
whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations
hereunder.


 




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(b)          Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii)
the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any
Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall
not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and
that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely
significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel
and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all
Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as
otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision
contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless
from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection
with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s
participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify,
defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative
Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report
through the indemnifying Lender.


 


SECTION
8.08. RESERVED.


 


SECTION
8.09. Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties.


 


(a)          The
Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set
forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have
the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date
such principal or interest has become due and payable pursuant to the terms of this Agreement.


 


(b)          In
its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
“secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent
to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each
Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize
upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised
solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event
that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent
is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan
Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf
of the Secured Parties.


 




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ARTICLE IX


 


Miscellaneous


 


SECTION
9.01. Notices.


 


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


 


(i)          if
to any Loan Party, in care of the Borrower Representative at:


 


Escalade, Incorporated


817 Maxwell Ave.


Evansville, IN
47711


Attention: Stephen
R. Wawrin, Vice President and CFO


Facsimile No: 812-467-1303


 


(ii)         
if to the Administrative Agent, the Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:


 


JPMorgan Chase
Bank, N.A.


1 East Ohio Street,
4th Floor


Indianapolis, IN
46277


Attention: Andrew
Hedegard, Vice President


Facsimile No: (317)
767-8007; and


 


JPMorgan Chase
Bank, N.A.


1 East Ohio Street,
4th Floor


Indianapolis, IN
46277


Attention: Thomas
W. Harrison, Senior Vice President


Facsimile No: (317)
767-8006


 


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


 


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on
the next Business Day of the recipient, or (iii) delivered through Electronic Systems to the extent provided in paragraph
(b) below shall be effective as provided in such paragraph.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance
and no Default certificates delivered pursuant to Section 5.01(c) unless otherwise agreed by the Administrative Agent and the applicable
Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its discretion,
agree to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise
proscribes, all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient,
and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and
identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next Business Day of the recipient.


 




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(c)          Any
party hereto may change its address, facsimile number or e-mail address 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)          Electronic
Systems.


 


(i)          Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)         Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower or the other Loan
Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s,
any Loan Party’s or the Administrative Agent’s transmission of Communications through an Electronic System. “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or the Issuing Bank to any parties hereto or to any of their Related Parties by means of electronic communications pursuant
to this Section, including through an Electronic System.


 


SECTION
9.02. Waivers; Amendments.


 


(a)          No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 




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(b)          Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in
the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders
or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that
no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such
Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate
of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including
any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder,
or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change
Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each
Lender (other than any Defaulting Lender), (v) increase the advance rates set forth in the definition of Borrowing Base or add
new categories of eligible assets, without the written consent of each Revolving Lender (other than any Defaulting Lender), (vi)
change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any
Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any
Defaulting Lender), (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (viii) except
as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without
the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it
being understood that any change to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the
Swingline Lender). The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant
to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects
the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be
effected by an agreement or agreements in writing entered into by the Borrowers and the requisite number or percentage in interest
of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the
only Class of Lenders hereunder at the time.


 




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(c)          The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of
the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and
the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the
sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively
on any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party under a lease which has expired
or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition
of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article
VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the
prior written authorization of the Required Lenders; provided that, the Administrative Agent may in its discretion, release
its Liens on Collateral valued in the aggregate not in excess of $250,000 during any calendar year without the prior written authorization
of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the
Borrower Representative as to the value of the Collateral to be so released, without further inquiry). Any such release shall
not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or
obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale,
all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents
in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 


(d)          If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers, the
Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due
to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections
2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.



 


(e)          Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 




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SECTION
9.03. Expenses; Indemnity; Damage Waiver.


 


(a)          The
Loan Parties shall, jointly and severally, pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection
with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the
credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights
in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without
limiting the generality of the foregoing fees, out-of-pocket costs and expenses incurred in connection with:


 


(i)          appraisals
and insurance reviews;


 


(ii)         RESERVED;


 


(iii)        background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(iv)        Taxes,
fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements
and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(v)         sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 


(vi)        forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs
and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)          The
Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Issuing Bank 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 losses, claims, damages, penalties, incremental taxes, 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 the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or Release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries,
or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, (iv) the failure of a Loan Party
to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made
by a Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party
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 losses, claims, damages, penalties, 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 such Indemnitee.  This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent
losses or damages arising from any non-Tax claim.


 




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(c)          To
the extent that the Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank
or the Swingline Lender (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender (or any Related Party of any of the
foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount (it being understood that the Loan Parties’ failure to pay
any such amount shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed
expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.


 


(d)          To
the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any
other party hereto (i) for any damages arising from the use by others of information or other materials improperly or illegally
obtained by third parties through telecommunications, electronic or other information transmission systems (including the Internet)
or (ii) 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 Loan Document or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing
in this paragraph (d) shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect,
consequential or punitive damages asserted against such Indemnitee by a third party.


 


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


 


SECTION
9.04. Successors and Assigns.


 


(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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no
Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by a Borrower 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), 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 Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 




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(b)          (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 


(A)         the
Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice
thereof, and provided further that no consent of the Borrower Representative shall be required for an assignment
to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; 


 


(B)         the
Administrative Agent; and


 


(C)         the
Issuing Bank.


 


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


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, 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 $5,000,000 unless each of the Borrower Representative and the
Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required if
an Event of Default has occurred and is continuing;


 


(B)         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, provided that this clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; 


 


(C)         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; and


 


(D)         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 Company; the other Loan 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.


 




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For the purposes
of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the
following meanings:


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such company,
investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose
of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof,
having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000
and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the
ordinary course of its business; or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party, unless such Loan Party,
Subsidiary, or Affiliate is obtaining 100% of the Commitment and outstanding Loans.


 


(iii)        Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) 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 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 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 (c) of this Section.


 


(iv)        The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, 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 and LC Disbursements 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 Borrowers, the
Administrative Agent, the Issuing Bank 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 Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.


 




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(v)         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 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), 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.


 


(c)          Any
Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender, 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 Borrowers, the Administrative
Agent, the Issuing Bank 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 9.02(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements
under Sections 2.17(f) and (g) (it being understood that the documentation required under Section 2.17(f) shall be delivered
to the participating Lender and the information and documentation required under Section 2.17(g) will be delivered to the Borrower
Representative and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Sections 2.18 and 2.19 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 2.15 or 2.17, 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.


 


Each Lender that
sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers
to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as an agent of the Borrowers, 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 or any
other Loan Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit 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. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 




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(d)          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.


 


SECTION
9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue
in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or
any provision hereof or thereof.


 


SECTION
9.06. Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)          This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan 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. Except as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.


 




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(b)          Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act.


 


SECTION
9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


SECTION
9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of any Borrower or such Loan Party against any of and
all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the
Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative
and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such
notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.


 


SECTION
9.09. Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)          The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the internal laws (and not the law of conflicts) of the State of Indiana, but giving effect to federal laws applicable to
national banks.


 


(b)          Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
Federal or Indiana State court sitting in Indianapolis, Indiana in any action or proceeding arising out of or relating to any Loan
Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such Indiana State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.


 


(c)          Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 




     95


     


    

 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION
9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION
9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting,
this Agreement.


 


SECTION
9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank 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 Governmental Authority (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of
Law 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 under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or
any other Loan 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 Loan Parties and their obligations, (g) with the consent of the Borrower Representative,
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, the Issuing Bank or any Lender on a non-confidential basis from a
source other than the Borrowers. For the purposes of this Section, “Information” means all information received
from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Administrative
Agent, the Issuing Bank 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 Borrowers after the date hereof,
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.


 




     96


     


    

 


 


SECTION
9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are
several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve
any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to
any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained
in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit
to the Borrowers in violation of any Requirement of Law.


 


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


 


SECTION
9.15. Disclosure. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative
Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any
of the Loan Parties and their respective Affiliates.


 


SECTION
9.16. 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 other Secured Parties, in assets which, in accordance with
Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than
the Administrative Agent) obtain possession or control 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.


 


SECTION
9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable
in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall
have been received by such Lender.


 


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


 




     97


     


    

 


SECTION
9.19. RESERVED.


 


SECTION
9.20. Amendment. This Agreement amends and, as so amended, restates in its entirety the Existing Credit Agreement.
All references to the Existing Credit Agreement in the other Loan Documents shall be deemed to mean the Existing Credit Agreement
as amended, restated and replaced by this Agreement, as it may be further amended, modified, extended, renewed, supplemented and/or
restated from time to time and at any time. The other Loan Documents are hereby modified and amended to the extent necessary to
confirm them to, or to cause them to accurately reflect the terms of this Agreement.


 


SECTION
9.21. Consent and Affirmation. Each Loan Party expressly and unconditionally consents
to (i) the execution and performance of this Agreement by Borrowers and the Administrative Agent, and (ii) the amendment and restatement
of the Existing Credit Agreement pursuant to the terms and conditions set forth in this Agreement. Each Loan Party agrees that
neither the provisions of this Agreement nor any action taken or not taken in accordance with or in connection with this Agreement
shall constitute a termination, extinguishment, release, or discharge of any of such Loan Party’s obligations or provide
a defense, set off or counterclaim to any of the Loan Parties with respect to any of the Loan Parties’ obligations under
their respective Loan Guaranties. Each Loan Party affirms to the Administrative Agent that their respective Loan Guaranties remain
in full force and effect and are such Loan Party’s valid and binding obligation.


 


ARTICLE X


 


[Reserved] 


 


ARTICLE XI


 


The Borrower Representative 


 


SECTION
11.01. Appointment; Nature of Relationship. Escalade, Incorporated is hereby appointed by each of the Borrowers
as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other
Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative
of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative
agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers
hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s),
at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s), provided that, in
the case of a Revolving Loan, such amount shall not exceed Revolving Loan Availability. The Administrative Agent and the Lenders,
and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower
for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.


 




     98


     


    

 


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


 


SECTION
11.03. Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative
hereunder and under any other Loan Document by or through authorized officers.


 


SECTION
11.04. Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default
or Event of Default hereunder referring to this Agreement describing such Default or Event of Default and stating that such notice
is a “notice of default”. In the event that the Borrower Representative receives such a notice, the Borrower Representative
shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative
hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.


 


SECTION
11.05. Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower
Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative.
The Administrative Agent shall give prompt written notice of such resignation to the Lenders.


 


SECTION
11.06. Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower
Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents
and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes
of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower
agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or
the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together
with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.


 


SECTION
11.07. Reporting. Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal quarter
to the Borrower Representative a copy of its Borrowing Base Certificate (or provide similar information deemed necessary by the
Borrower Representative) and any other certificate or report required hereunder or requested by the Borrower Representative on
which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificates required pursuant
to the provisions of this Agreement.


 


[Signature Pages Follow]


 




     99


     


    

 


Signature Pages to Second Amended and Restated
Credit Agreement


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.


 


	 	ESCALADE, INCORPORATED, as a Borrower and Borrower Representative
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	INDIAN INDUSTRIES, INC., as a Borrower
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	OTHER LOAN PARTIES:
	 	 
	 	BEAR ARCHERY, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	EIM COMPANY, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	ESCALADE INSURANCE, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	ESCALADE SPORTS PLAYGROUND, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary


 




     


     


    

 


Signature Pages to Second Amended and Restated
Credit Agreement


 


	 	HARVARD SPORTS, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	WEDCOR HOLDINGS, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	SOP SERVICES, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	U. S. WEIGHT, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary
	 	 
	 	GOALSETTER SYSTEMS, INC.
	 	 	 
	 	By	/s/ STEPHEN R. WAWRIN
	 	 	Stephen R. Wawrin,
	 	 	Vice President, Chief Financial Officer and Secretary


 




     


     


    

 


Signature Pages to Second Amended and Restated
Credit Agreement


 


	 	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank and Swingline Lender
	 	 	 
	 	By	/s/ THOMAS W. HARRISON
	 	 	Thomas W. Harrison,
	 	 	Senior Vice President


 




     


     


    

 


COMMITMENT SCHEDULE


 


	Lender
	 	Revolving
 Commitment	 	 	Term Loan
 Commitment	 	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	35,000,000.00	 	 	$	7,500,000.00	 	 	$	42,500,000.00	 
	Total	 	$	35,000,000.00	 	 	$	7,500,000.00	 	 	$	42,500,000.00	 



 




    Exhibit G


     


    

 


EXHIBIT G


 


[FORM OF]



 


THIRD AMENDED AND RESTATED REVOLVING NOTE


 


	U.S. $35,000,000.00	January ___, 2016


 


FOR VALUE RECEIVED, on or
before the Revolving Loan Maturity Date, ESCALADE, INCORPORATED, an Indiana corporation, and INDIAN INDUSTRIES, INC., an Indiana
corporation (collectively, “Makers”), jointly and severally, unconditionally promise to pay to the order of
JPMorgan Chase Bank, N.A. (“Bank”) at the offices of the Administrative Agent, at 1 East Ohio Street, Indianapolis,
Indiana 46247, the principal sum of Thirty Five Million and 00/100 Dollars ($35,000,000.00) (or, if less, the unpaid principal
balance thereof), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement (as defined below).


 


The principal of this Third
Amended and Restated Revolving Note (this “Revolving Note”) and all interest accruing thereon shall be due and
payable by Makers on such dates and in accordance with the terms of the Credit Agreement. All amounts received on this Revolving
Note shall be applied in accordance with the terms of the Credit Agreement.


 


This Revolving Note is one
of the “Revolving Notes” referred to in the Second Amended and Restated Credit Agreement, dated as of January ___,
2016, by and among Makers, the Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent, Issuing Bank, a Swingline Lender, and a Lender (as amended, restated or modified from time to time, the “Credit
Agreement”), to which reference is made for the conditions and procedures under which advances, payments, readvances
and repayments may be made prior to the Revolving Loan Maturity Date, for the terms upon which Makers may make and are required
to make prepayments from time to time and at any time prior to the Revolving Loan Maturity Date, and for the terms and conditions
upon which the maturity of this Revolving Note may be accelerated and the unpaid balance of principal and accrued interest thereon
declared immediately due and payable. This Revolving Note amends and, as so amended, restates in its entirety a Second Amended
and Restated Revolving Note dated as of November 13, 2013, issued by Escalade, Incorporated to the order of Bank in the principal
amount of $31,000,000.00.


 


If any installment of principal
or interest due under the terms of this Revolving Note falls due on a day which is not a Business Day, the due date shall be extended
to the next succeeding Business Day and interest will be payable at the applicable rate for the period of such extension.


 


All amounts payable under
this Revolving Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’
fees.


 


The holder of this Revolving
Note may make extensions of time for payment of the indebtedness evidenced by this Revolving Note, or reduce the payments thereon,
release any collateral securing payment of such indebtedness or accept a renewal note or notes therefor, all without notice to
Makers or any endorser(s) and Makers and all endorsers hereby severally consent to any such extensions, reductions, releases and
renewals, all without notice, and agree that any such action shall not release or discharge any of them from any liability hereunder.
Makers and endorser(s), jointly and severally, waive demand, presentment for payment, protest, notice of protest and notice of
nonpayment or dishonor of this Revolving Note and each of them consents to all extensions of the time of payment thereof.


 




    Exhibit G


     


    

 


MAKERS AND BANK (BY ITS
ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG ANY MAKER AND BANK ARISING OUT OF OR IN
ANY WAY RELATED TO THIS REVOLVING NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE LOAN DOCUMENTS. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS REVOLVING NOTE SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO ITS CHOICE OR CONFLICTS OF LAWS PROVISIONS. EACH MAKER
AGREES THAT THE COURTS OF THE STATE OF INDIANA LOCATED IN INDIANAPOLIS, INDIANA, AND THE FEDERAL COURTS LOCATED IN THE SOUTHERN
DISTRICT OF INDIANA, MARION COUNTY, HAVE JURISDICTION OVER ANY AND ALL ACTIONS AND PROCEEDINGS INVOLVING THIS REVOLVING NOTE OR
ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH AND EACH MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION
OF SUCH COURTS FOR PURPOSES OF ANY SUCH ACTION OR PROCEEDING. EACH MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING, INCLUDING ANY CLAIM THAT SUCH COURT IS AN INCONVENIENT
FORUM, AND CONSENTS TO SERVICE OF PROCESS PROVIDED THE SAME IS IN ACCORDANCE WITH THE TERMS HEREOF. FINAL JUDGMENT IN ANY SUCH
PROCEEDING AFTER ALL APPEALS HAVE BEEN EXHAUSTED OR WAIVED SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT. 


 


Executed and delivered as of January ___, 2016.


 


	 	ESCALADE, INCORPORATED,
	 	an Indiana corporation
	 	 	 
	 	By:	 
	 	 	Stephen R. Wawrin, Vice President, Chief Financial Officer and Secretary
	 	 
	 	INDIAN INDUSTRIES, INC.,
	 	an Indiana corporation
	 	 	 
	 	By:	 
	 	 	Stephen R. Wawrin, Vice President, Chief Financial Officer and Secretary


 




    Exhibit G


     


    

 


EXHIBIT H


 


[FORM OF]



 


THIRD AMENDED AND RESTATED TERM LOAN NOTE


 


	U.S. $7,500,000.00	January ___, 2016


 


FOR VALUE RECEIVED, on or
before the Term Loan Maturity Date, ESCALADE, INCORPORATED, an Indiana corporation, and INDIAN INDUSTRIES, INC., an Indiana corporation
(collectively, “Makers”), jointly and severally, unconditionally promise to pay to the order of JPMorgan Chase
Bank, N.A. (“Bank”) at the offices of the Administrative Agent, at 1 East Ohio Street, Indianapolis, Indiana
46247, the principal sum of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) (or, if less, the unpaid principal
balance thereof), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement (as defined below).


 


The principal of this Third
Amended and Restated Term Loan Note (this “Term Loan Note”) and all interest accruing thereon shall be due and
payable by Makers on such dates and in accordance with the terms of the Credit Agreement. All amounts received on this Term Loan
Note shall be applied in accordance with the terms of the Credit Agreement.


 


This Term Loan Note is one
of the “Term Loan Notes” referred to in the Second Amended and Restated Credit Agreement, dated as of January ___,
2016, by and among Makers, the other Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent, Issuing Bank, Swingline Lender and a Lender (the “Credit Agreement”), to which reference is made for
the conditions and procedures under which advances may be made on this Term Loan Note, for the terms upon which Makers may make
and are required to make payments from time to time and at any time prior to the Term Loan Maturity Date, and for the terms and
conditions upon which the maturity of this Term Loan Note may be accelerated and the unpaid balance of principal and accrued interest
declared immediately due and payable. This Term Loan Note amends and, as so amended, restates in its entirety a Second Amended
and Restated Term Loan Note dated as of November 13, 2013, issued by Escalade, Incorporated to the order of Bank in the principal
amount of $5,000,000.00.


 


If any installment of principal
or interest due under the terms of this Term Loan Note falls due on a day which is not a Business Day, the due date shall be extended
to the next succeeding Business Day and interest will be payable at the applicable rate for the period of such extension.


 


All amounts payable under
this Term Loan Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’
fees.


 


The holder of this Term Loan
Note may make extensions of time for payment of the indebtedness evidenced by this Term Loan Note, or reduce the payments thereon,
release any collateral securing payment of such indebtedness or accept a renewal note or notes therefor, all without notice to
Makers or any endorser(s) and Makers and all endorsers hereby severally consent to any such extensions, reductions, releases and
renewals, all without notice, and agree that any such action shall not release or discharge any of them from any liability hereunder.
Makers and endorser(s), jointly and severally, waive demand, presentment for payment, protest, notice of protest and notice of
nonpayment or dishonor of this Term Loan Note and each of them consents to all extensions of the time of payment thereof.


 




    Exhibit H


     


    

 


MAKERS AND BANK (BY ITS
ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG ANY MAKER AND BANK ARISING OUT OF OR IN
ANY WAY RELATED TO THIS TERM LOAN NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE LOAN DOCUMENTS. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS TERM LOAN NOTE SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO ITS CHOICE OR CONFLICTS OF LAWS PROVISIONS. EACH MAKER
AGREES THAT THE COURTS OF THE STATE OF INDIANA LOCATED IN INDIANAPOLIS, INDIANA, AND THE FEDERAL COURTS LOCATED IN THE SOUTHERN
DISTRICT OF INDIANA, MARION COUNTY, HAVE JURISDICTION OVER ANY AND ALL ACTIONS AND PROCEEDINGS INVOLVING THIS TERM LOAN NOTE OR
ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH AND EACH MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION
OF SUCH COURTS FOR PURPOSES OF ANY SUCH ACTION OR PROCEEDING. EACH MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING, INCLUDING ANY CLAIM THAT SUCH COURT IS AN INCONVENIENT
FORUM, AND CONSENTS TO SERVICE OF PROCESS PROVIDED THE SAME IS IN ACCORDANCE WITH THE TERMS HEREOF. FINAL JUDGMENT IN ANY SUCH
PROCEEDING AFTER ALL APPEALS HAVE BEEN EXHAUSTED OR WAIVED SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT. 


 


Executed and delivered as of January ___, 2016.


 


	 	ESCALADE, INCORPORATED,
	 	an Indiana corporation
	 	 	 
	 	By:	 
	 	 	Stephen R. Wawrin, Vice President, Chief Financial Officer and Secretary
	 	 	 
	 	INDIAN INDUSTRIES, INC.,
	 	an Indiana corporation
	 	 	 
	 	By:	 
	 	 	Stephen R. Wawrin, Vice President, Chief Financial Officer and Secretary




 




    Exhibit H