EX-10.18



 Exhibit 10.18 

Execution Version 

THIRD AMENDMENT 
 TO
CREDIT AGREEMENT 
 THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2016 (this “Amendment”), among SiteOne
Landscape Supply Holding, LLC (formerly known as JDA Holding LLC), a Delaware limited liability company (the “Parent Borrower”), SiteOne Landscape Supply, LLC (formerly known as John Deere Landscapes LLC), a Delaware limited
liability company (the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), ING CAPITAL LLC, as existing administrative agent
and collateral agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below (in such capacities, the “Existing Administrative Agent” or the “Existing Collateral
Agent”, as applicable), UBS AG, Stamford Branch, as successor administrative agent and successor collateral agent (in such capacities, the “Successor Administrative Agent” or “Successor Collateral Agent”,
as applicable); references herein to “Administrative Agent” or the “Collateral Agent” shall mean, (x) prior to the Section 2(a) Amendments Effective Time (as defined below) on the Third Amendment Effective Date (as
defined below), the Existing Administrative Agent or the Existing Collateral Agent and (y) from and after the Section 2(a) Amendments Effective Time on the Third Amendment Effective Date and, the Successor Administrative Agent or the Successor
Collateral Agent) and the Lenders party hereto. 
 W I T N E S S E T
H: 
 WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the Collateral Agent have entered into that certain
Credit Agreement dated as of December 23, 2013 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”) pursuant to which the Lenders have agreed to make certain loans and extend certain
other financial accommodations to the Borrowers as provided therein. Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement; 

WHEREAS, the Existing Administrative Agent and the Existing Collateral Agent have notified the Lenders and the Borrowers that it is resigning
as Administrative Agent and Collateral Agent; 
 WHEREAS, the Lenders party hereto desire to appoint, and the Borrower Representative
desires to approve, UBS AG, Stamford Branch as the successor Administrative Agent and successor Collateral Agent in accordance with Subsection 10.9 of the Existing Credit Agreement (and subject to Section 1 herein); 

WHEREAS, pursuant to Subsection 11.1 of the Credit Agreement, the Borrowers and the Lenders party hereto, constituting not less than the
Required Lenders (determined immediately prior to giving effect to the Amendments set forth in Section 2(a) below) desire to make the amendments set forth in Section 2(a) below; 

WHEREAS, pursuant to and in accordance with Subsection 2.8 of the Credit Agreement, the Borrower Representative has requested that
Incremental Term Loan 

  
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Commitments in an aggregate principal amount of $275,000,000 be made available to the Borrowers, and the financial institutions set forth in Schedule I hereto (the “Incremental
Term Loan Lenders” or “Tranche B Term Lenders”) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, (a) that the Incremental Term Loan Lenders will make the
Incremental Loans in the form of Tranche B Loans (as defined in Section 2(b) hereof), (b) that the proceeds of the Incremental Loans will be used (i) directly or indirectly to pay a dividend or other distribution to the Sponsor, certain
Management Investors and other equity investors in an aggregate principal amount not to exceed $176 million, (ii) to repay all Term Loans outstanding immediately prior to the incurrence of the Incremental Loans as of the Third Amendment Effective
Date, (iii) to repay a portion of the loans outstanding under the Senior ABL Facility Agreement as of the Third Amendment Effective Date, (iv) to pay fees and expenses incurred in connection with the foregoing and (v) for other purposes not
prohibited by the Credit Agreement and (c) to amend the Credit Agreement as provided in Section 2(b) hereof without the consent or approval of any other Lender, as permitted by Subsections 2.8(d) and 11.1(d) thereof. 

WHEREAS, pursuant to Subsection 11.1 of the Credit Agreement, the Borrowers and the Incremental Term Loan Lenders, constituting all the
Lenders immediately after giving effect to the commitment increase set forth in Section 2(b) below and the repayment of all Term Loans outstanding immediately prior to such increase on the Third Amendment Effective Date with a portion of the
proceeds of the Tranche B Loans, desire to make the amendments set forth in Section 2(c) below; 
 NOW, THEREFORE, in consideration of the
terms and conditions contained herein, and of any loans or financial accommodations heretofore, now, or hereafter made to or for the benefit of the Borrowers by the Lenders, it hereby is agreed as follows: 

ARTICLE I 
 SUCCESSOR
AGENT 
 (a) Resignation of Existing Administrative Agent and Existing Collateral Agent and Appointment of Successor Administrative
Agent and Successor Collateral Agent. Pursuant to Subsection 10.9 of the Credit Agreement, effective as of the Section 2(a) Amendments Effective Time on the Third Amendment Effective Date, (i) ING Capital LLC hereby resigns as the Existing
Administrative Agent and Existing Collateral Agent, (ii) the Lenders hereby accept such resignation and appoint UBS AG, Stamford Branch as the Successor Administrative Agent and Successor Collateral Agent and (iii) UBS AG, Stamford Branch hereby
accepts, and the Borrower Representative hereby accepts and approves the appointment of UBS AG, Stamford Branch as the Successor Administrative Agent and Successor Collateral Agent. Effective as of the Section 2(a) Amendments Effective Time on
the Third Amendment Effective Date, the Successor Administrative Agent and Successor Collateral Agent hereby succeeds to and becomes vested with all the rights, powers and duties of the Existing Administrative Agent and Existing Collateral Agent,
and the Existing Administrative Agent and Existing Collateral Agent is hereby discharged from its duties and obligations, and hereby relinquishes its 

  
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rights, powers, discretion and privileges, as Existing Administrative Agent and Existing Collateral Agent under the Loan Documents; provided, however, that the provisions of Section
10 of the Credit Agreement shall inure to the Existing Administrative Agent’s benefit as to any actions taken or omitted to be taken by it while it was, and in its capacity as, the Administrative Agent under the Credit Agreement (and the Loan
Parties and Lenders hereby acknowledge and agree that any actions taken by the Existing Administrative Agent pursuant to the provisions hereof in order to effect the transactions contemplated hereby shall be deemed to have been taken by it while it
was, and in its capacity as, the Administrative Agent under the Credit Agreement). Notwithstanding anything in Section 10 of the Credit Agreement to the contrary, the resignation of ING Capital LLC as Existing Administrative Agent and Existing
Collateral Agent and the appointment of UBS AG, Stamford Branch as Successor Administrative Agent and Successor Collateral Agent shall become effective immediately as of the Section 2(a) Amendments Effective Time on the Third Amendment Effective
Date. All parties hereto waive any notice requirements under Subsection 10.9 of the Credit Agreement relating to such resignation and appointment. The Loan Parties, and the Lenders and other Secured Parties agree to execute and deliver, at the sole
cost and expense of the Loan Parties, all documents that UBS AG, Stamford Branch reasonably requests as necessary or desirable to evidence its appointment as the Successor Administrative Agent and Successor Collateral Agent. 

(b) Amendment to Loan Documents. From and after the Section 2(a) Amendments Effective Time on the Third Amendment Effective Date,
unless the context shall otherwise require, each reference to the “Agent”, “Administrative Agent” or “Collateral Agent” (or any correlative term) in the Credit Agreement and each of the other Loan Documents and all
other agreements, documents or instruments previously or hereafter executed and delivered pursuant to the terms hereof or thereof shall be a reference to UBS AG, Stamford Branch, as the Successor Administrative Agent and Successor Collateral Agent,
in such relevant capacities. 
 (c) Assignment of Rights; Liens. (i) The Existing Administrative Agent hereby assigns to
the Successor Administrative Agent all rights and obligations of the Existing Administrative Agent in its capacities as administrative agent and as collateral agent under the Credit Agreement and the other Loan Documents to the Successor
Administrative Agent, and the Successor Administrative Agent agrees to act as administrative agent and collateral agent for the Lenders and the other Secured Parties and hereby assumes such rights and obligations as Administrative Agent and
Collateral Agent for the Lenders under the Credit Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary, all Obligations of the Loan Parties under the Loan Documents and all Liens granted thereunder shall in
all respects be continuing and in effect and are hereby ratified and reaffirmed by the Borrowers and the other Loan Parties. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, to the maximum
extent permitted by applicable law, any reference to ING Capital LLC (as agent or as administrative agent or collateral agent or any correlative term under the Credit Agreement or Loan Documents) in or on any publicly filed document, to the extent
such filing relates to the Liens of the Collateral Agent for the benefit of the Secured Parties and the Administrative Agent under the 

  
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Credit Agreement and Loan Documents, until such filing is modified to refer to UBS AG, Stamford Branch, as the Successor Administrative Agent or Successor Collateral Agent, shall, with respect to
such Liens, constitute a reference to the Existing Administrative Agent or the Existing Collateral Agent, as applicable, as agent for the Successor Administrative Agent or the Successor Collateral Agent. The Successor Administrative Agent hereby
appoints the Existing Administrative Agent as its agent for such purpose and the Existing Administrative Agent hereby accepts such appointment. The Loan Parties agree that the Successor Collateral Agent is authorized, through one or more of its
appointed agents or otherwise, to file financing statements and amendments and other documents with respect to the Collateral described in the Loan Documents and the proceeds thereof. The Successor Collateral Agent understands and agrees that
the Existing Collateral Agent makes no representation or warranty of any kind regarding the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto or the sufficiency of any documentation transferring any such lien or security interest to the Successor
Collateral Agent. Furthermore, the Successor Administrative Agent acknowledges that it has, independently and without reliance upon the Existing Administrative Agent, conducted its own review of each of the Loan Documents and made its own decision
to succeed the Existing Administrative Agent as the Administrative Agent under the Loan Documents. The Successor Administrative Agent shall bear no responsibility for (x) any actions taken or omitted to be taken by the Existing Administrative
Agent while it served as Administrative Agent or (y) any other event or action related to the Credit Agreement or any other Loan Document which occurred prior to the Effective Date (other than any actions and omissions related to the Credit
Agreement or other Loan Documents by UBS AG, Stamford Branch or any of its affiliates). The Existing Administrative Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Administrative Agent while the
Successor Administrative Agent serves as Administrative Agent. 
 (d) Agreements of the Existing Administrative Agent. The Existing
Administrative Agent covenants and agrees that it will, in each case at the Loan Parties’ sole expense (in accordance with and pursuant to Section 10 of the Credit Agreement): 

(i) promptly execute, deliver and file such documents as may be reasonably requested by the Successor Administrative Agent, and which are in
form and substance reasonably satisfactory to the Existing Administrative Agent, to transfer the rights and privileges of the Existing Administrative Agent under the Loan Documents to the Successor Administrative Agent and to more fully evidence the
matters covered hereby, including, without limitation, the execution, delivery and filing of any assignments, conveyances or any other documents necessary to transfer such rights and privileges of the Existing Administrative Agent to the Successor
Administrative Agent; and 
 (ii) provide a list of the Lenders and the outstanding principal amount of and interest payable on the Loans
owing to each Lender as reflected in the Register as of the Third Amendment Effective Date (immediately prior to giving effect to this Agreement and the transactions contemplated hereby). 

  
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 (e) Successor Agent Fees. From and after the Section 2(a) Amendments Effective Time on the
Third Amendment Effective Date, the Successor Administrative Agent shall be entitled to receive the agency fees separately agreed upon by the Borrower and the Successor Administrative Agent, and such fees shall constitute “Obligations” for
all purposes of the Credit Agreement and the other Loan Documents. Subsection 4.5(a) of the Credit Agreement is hereby amended to read in its entirety as follows: 

“(a) The Borrowers agree to pay to the Administrative Agent the “agency fee” as set forth in the Engagement
Letter, dated as of April 19, 2016 among the Borrowers, the Administrative Agent and the other parties thereto on the payment dates set forth therein.” 

(f) Termination of Fee Letter with the Existing Administrative Agent. The Existing Administrative Agent hereby agrees that
subclause (a) of the third (3rd) paragraph under the heading “Facility Fees” of that certain Fee Letter, dated as of October 26, 2013 (as amended), is (without derogation of its rights
under Section 1(c) hereof) hereby terminated and of no further force and effect as of the Section 2(a) Amendments Effective Time on the Third Amendment Effective Date. 

ARTICLE II 
 AMENDMENTS

 (a) Effective as of the Third Amendment Effective Date upon the occurrence of the Section 2(a) Amendments Effective Time, the Credit
Agreement is hereby amended as follows (the “Section 2(a) Amendments”): 
 (1) The definition of Maximum Incremental
Facilities Amount in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting “$50,000,000” and replacing it with “$275,000,000” and (ii) deleting “3.25 to 1.00” and replacing it with “3.50 to
1.00”. 
 (b) Effective as of the Third Amendment Effective Date upon the occurrence of the Section 2(b) Amendments Effective Time, the
Credit Agreement is hereby amended as follows (the “Section 2(b) Amendments”): 
 (1) The Tranche B Term Loans shall be
deemed to be “Incremental Term Loans”, the Tranche B Term Loan Commitments shall be deemed to be “Incremental Term Loan Commitments” and this Third Amendment shall be deemed to be an “Incremental Commitment Amendment”
and a “Loan Document”, in each case, for all purposes of the Credit Agreement and the other Loan Documents. The Borrower Representative and the Administrative Agent hereby consent, pursuant to Subsections 11.6(b)(i) and 2.8(b) of the
Credit Agreement, to the inclusion as an “Additional Incremental Lender” of each Tranche B Term Lender that is party to this Third Amendment that is not an existing Lender, an Affiliate of an existing Lender or an Approved Fund. 

  
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 (2) The following defined terms shall be added to Subsection 1.1 of the Credit Agreement in the
appropriate alphabetical order: 
 “Initial Term Lender”: any Lender having an Initial Term Loan Commitment or an Initial
Term Loan outstanding hereunder. 
 “Initial Term Loan Percentage”: as to any Initial Term Lender at any time, the
percentage of which such Lender’s Initial Term Loans and unused Initial Term Loan Commitment then outstanding constitutes the sum of all of the Initial Term Loans and unused Initial Term Loan Commitments then outstanding (or, if the Initial
Term Loan Commitments have terminated or expired in their entirety, the percentage of which such Lender’s Initial Term Loans then outstanding constitutes the aggregate Initial Term Loans then outstanding). 

“Original Lead Arrangers”: as defined in the definition of Lead Arrangers in this Subsection 1.1. 

“Qualified IPO”: the issuance by either Borrower or any Parent Entity of its common equity interests or the sale by selling
stockholders of common equity interests of either Borrower or any Parent Entity, in either case, in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration
statement filed with the SEC in accordance with the Securities Act (whether the offering is primary or secondary) and such equity interests are listed on a nationally-recognized stock exchange in the U.S. 

“Third Amendment”: the Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date, among the
Borrowers, the Administrative Agent and the Lenders party thereto. 
 “Third Amendment Effective Date”: April 29, 2016. 

“Tranche B Lead Arrangers”: as defined in the definition of “Lead Arrangers” in this Subsection 1.1. 

“Tranche B Term Lender”: any Lender having a Tranche B Term Loan Commitment and/or a Tranche B Term Loan outstanding
hereunder. 
 “Tranche B Term Loan”: the Tranche B Term Loans made by the Lenders holding the Tranche B Term Loan
Commitments to the Borrowers under Section II on the Third Amendment Effective Date. 
 “Tranche B Term Loan
Commitment”: as to any Lender, its obligation to make Tranche B Term Loans to the Borrowers pursuant to Subsection 2.1(b) in an aggregate amount not to exceed at any one time outstanding the amount set forth
opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment” or, in the case of any Lender that is an Assignee, the amount of the assigning


  
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Lender’s Tranche B Term Loan Commitment assigned to such Assignee pursuant to Subsection 11.6(b) (in each case as such amount may be adjusted from time to time as
provided herein); collectively, as to all Lenders, the “Tranche B Term Loan Commitments”. The original aggregate principal amount of the Tranche B Term Loan Commitments on the Third Amendment Effective Date is $275 million. 

“Tranche B Term Loan Maturity Date”: April 29, 2022. 

“Tranche B Term Loan Percentage”: as to any Tranche B Term Lender at any time, the percentage of which such Lender’s
Tranche B Term Loans and unused Tranche B Term Loan Commitment then outstanding constitutes of the sum of all of the Tranche B Term Loans and unused Tranche B Term Loan Commitments then outstanding (or, if the Tranche B Term Loan Commitments have
terminated or expired in their entirety, the percentage of which such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate Tranche B Term Loans then outstanding). 

(3) Subsection 1.1 of the Credit Agreement is hereby amended: 

(i) by inserting the words “and/or the Tranche B Term Loans” after the words “the Initial Term Loans” appearing in clause
(iii) of the definition of “Additional Obligations”. 
 (ii) by inserting the words “and Tranche B Term Loans” after the
words “Initial Term Loans” in clause (ii) of the definition of “Adjusted LIBOR Rate”. 
 (iii) by deleting the
first sentence in the definition of “Applicable Margin” and replacing it as follows: 
 “in respect of (a)
Initial Term Loans (i) with respect to ABR Loans, 3.00% per annum and (ii) with respect to Eurodollar Loans, 4.00% per annum and (b) Tranche B Term Loans (x) on any date prior to the date of a Qualified IPO
(i) with respect to ABR Loans, 4.50% per annum and (ii) with respect to Eurodollar Loans, 5.50% per annum and (y) on or after the date of a Qualified IPO, (i) with respect to ABR Loans, 4.25% per annum and
(ii) with respect to Eurodollar Loans, 5.25% per annum.” 
 (iv) by inserting the words “, Tranche B Term Loan
Commitments” after the words “Initial Term Loan Commitments” appearing in the definition of “Borrowing”. 
 (v) by
amending and restating the definition of “Commitment” as follows: 
 ‘“Commitment”: as to any
Lender, such Lender’s Initial Term Loan Commitments, Tranche B Term Loan Commitments and Incremental Commitments, as the context requires. 

  
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 (vi) by inserting the words “or Tranche B Term Loan Commitment” after the words
“Initial Term Loan Commitment” appearing in clause (b) of the definition of “Conduit Lender”, 
 (vii) by amending and
restating the definition of “Facility” as follows: 
 ‘“Facility”: each of (a) the
Initial Term Loan Commitments and the Extensions of Credit made thereunder (the “Initial Term Loan Facility”), (b) the Tranche B Term Loan Commitments and the Tranche B Term Loans made thereunder (the “Tranche B Term
Loan Facility”), (c) Incremental Term Loans of the same Tranche (other than Tranche B Term Loans), (d) any Extended Term Loans of the same Extension Series, (e) any Specified Refinancing Term Loans of the same
Tranche and (f) any other committed facility hereunder and the Extensions of Credit made thereunder, and collectively, the “Facilities”.’ 

(viii) by inserting the word “applicable” immediately before the words “Maturity Date” appearing in clause (b)(ii) of the
definition of “Interest Period”. 
 (ix) by amending and restating the definition of “Lead Arranger” as follows: 

‘“Lead Arrangers”: in respect of (I) Initial Term Loans, UBS Securities LLC, ING Capital
LLC, HSBC Securities (USA) Inc., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation (collectively, the “Original Lead Arrangers”) and (II) Tranche B Loans, UBS Securities LLC, Deutsche Bank Securities Inc.,
Goldman Sachs Bank USA, HSBC Securities (USA) Inc., ING Capital LLC, JPMorgan Chase Bank, N.A., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation (collectively, the “Tranche B Lead Arrangers”).”’ 

(x) by amending and restating the definition of “Loan” as follows: 

‘“Loan”: each Initial Term Loan, Tranche B Term Loan, Incremental Term Loan, Extended Term Loan and
Special Refinancing Term Loan; collectively, the “Loans”.” 
 (xi) by inserting the words “, for Tranche B Term Loans,
the Tranche B Term Loan Maturity Date” after the words “the Initial Term Loan Maturity Date” appearing in the definition of “Maturity Date”. 

(xii) by amending and restating the definition of “Other Representatives” as follows: 

‘“Other Representatives”: in respect of (I) Initial Term Loans, each of UBS Securities LLC, ING
Capital LLC, HSBC Securities (USA) Inc., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation, in their collective capacity as Joint Lead Arrangers, and UBS Securities LLC, ING Capital LLC, HSBC Securities (USA) Inc., Natixis,


  
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New York Branch and Sumitomo Mitsui Banking Corporation, in their collective capacity as Joint Bookrunners and (II) Tranche B Term Loans, each of UBS Securities LLC, Deutsche Bank Securities
Inc., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., ING Capital LLC, J.P. Morgan Securities LLC, Natixis, New York Branch and Sumitomo Mitsui Banking Corporation in their collective capacity as Joint Lead Arrangers.’ 

(xiii) by amending and restating the definition of “Term Loan Commitment” as follows: 

‘“Term Loan Commitment”: as to any Lender, the aggregate of its Initial Term Loan Commitments, Tranche B Term Loan
Commitments, Incremental Term Loan Commitment and Supplemental Term Loan Commitments; collectively as to all Lenders the “Term Loan Commitments.” 

(xiv) by amending and restating the definition of “Term Loans” as follows: 

‘“Term Loans”: the Initial Term Loans, Tranche B Term Loans, Incremental Term Loans, Extended Term Loans and Specified
Refinancing Term Loans, as the context shall require.” 
 (xv) by amending and restating the definition of “Tranche” as
follows: 
 ‘“Tranche”: with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are
(1) Initial Term Loans or Initial Term Loan Commitments, (2) Tranche B Term Loans or Tranche B Term Loan Commitments, (3) Incremental Loans or Incremental Commitments with the same terms and conditions made on the same day
and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8 (excluding Tranche B term Loans and Tranche B Term Loan Commitments), (4) Extended Term Loans (of the same Extension Series) or (5) Specified
Refinancing Term Loan Facilities with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8.” 

(4) Subection 2.1 of the Credit Agreement is hereby amended as follows: 

(i) by deleting the reference to “Initial Term Loans” in the section heading thereof and replacing it with “Term Loans”.

 (ii) by inserting “(a)” before the beginning of the first sentence thereof. 

(iii) by inserting the following as new clause (b) thereof: 

“(b) Subject to the terms and conditions hereof, each Lender holding a Tranche B Term Loan Commitment severally agrees to
make, in Dollars, in a single draw on the Third Amendment Effective Date, one or more term loans (each, a “Tranche B Term Loan”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth


  
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opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the
terms hereof, which Tranche B Term Loans: 
  

	 	(i)	except as hereinafter provided, shall, at the option of the Borrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and 


 

	 	(ii)	shall be made by each such Lender in an aggregate principal amount which does not exceed Tranche B Term Loan Commitment of such Lender. 


Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Effective Date (after
giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitment of each Tranche B Term Lender shall terminate.” 

(5) Subsection 2.2 of the Credit Agreement is hereby amended as follows: 

(i) by amending and restating clause (a) thereof as follows: 

“The Borrowers agree that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of
requests relating to Loans other than the Tranche B Term Loans) or the Third Amendment Effective Date (in the case of requests relating to the Tranche B Term Loans) or in connection with any assignment pursuant to Subsection
11.6(b), in order to evidence such Lender’s Loan, the Borrowers will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified
from time to time, a “Note” and, collectively, the “Notes”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the
unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrowers. Each Note in respect of an Initial Term Loan shall be dated the Closing Date. Each Note
in respect of a Tranche B Term Loan shall be dated the Third Amendment Effective Date. Each Note shall be payable as provided in Subsections 2.2(b) or 2.2(c), as applicable, and provide for the payment of interest in
accordance with Subsection 4.1.” 
 (ii) by amending clause (b) thereof to replace the words “Initial Maturity Date”
with the words “Initial Term Loan Maturity Date”. 

  
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 (ii) by inserting the following as new clause (c) thereof: 

“(c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on June 30, 2016 up to
and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below
(together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding): 
  

			
	 Date
	  	 Amount

	Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date	  	0.25% of the aggregate initial principal amount of the Tranche B Term Loans on the Third Amendment Effective Date
		
	Tranche B Term Loan Maturity Date	  	all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

 ” 

(6) Subsection 2.3 of the Credit Agreement is hereby amended and restated as follows: 

“Procedure for Term Loan Borrowing. The Borrower Representative shall have given the Administrative Agent notice (which notice
must have been received by the Administrative Agent prior to 9:00 A.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be revocable at any time prior to funding) one
Business Day prior to (i) the Closing Date specifying the amount of the Initial Term Loans to be borrowed by each applicable Borrower or (ii) the Third Amendment Effective Date specifying the amount of Tranche B Term Loans to be borrowed by
each applicable Borrower. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each applicable Lender will make (a) in the case of the Initial Term Loans, the amount of its pro
rata share (based on its Initial Term Loan Percentage) of the applicable Initial Term Loan Commitments and (b) in the case of the Tranche B Term Loans, the amount of its pro rata share (based on its Tranche B Term Loan Percentage) of the
Tranche B Term Loan Commitments, as applicable, available to the Administrative Agent for the account of the applicable Borrower or Borrowers at the office of the Administrative Agent specified in Subsection 11.2 prior to 10:00 A.M., New York
City time (or, if the time period for the Borrower Representative’s delivery of notice was extended, such later time as agreed to by the Borrower Representative and the Administrative Agent in its reasonable discretion, but in no event less
than one hour following notice), on the Closing Date or the Third Amendment Effective Date, as applicable, in funds 

  
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immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of each applicable Borrower on the books of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.” 

(7) Subsection 2.5 of the Credit Agreement is hereby amended as follows: 

(i) by amending and restating the first sentence of clause (a) thereof as follows: 

“The Borrowers hereby, jointly and severally, unconditionally promise to pay to the Administrative Agent in Dollars for
the account of: (i) each applicable Lender the then unpaid principal amount of each Initial Term Loan of such Lender made to the Borrowers, on the Initial Term Loan Maturity Date (or such earlier date on which the Initial Term Loans become due
and payable pursuant to Section 9) and (ii) each applicable Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender made to the Borrowers, on the Tranche B Term Loan Maturity Date (or such earlier date on which the
Tranche B Term Loans become due and payable pursuant to Section 9).” 
 (ii) by inserting the words “, the Tranche
thereof” after the words “the Type thereof” appearing in clause (c) thereof. 
 (8) Subsection 2.8 of the Credit Agreement is
hereby amended by inserting the words “and/or Tranche B Term Loans” after the words “Initial Term Loans” appearing in clause (d) thereof. 
  

	 	(8)	Subsection 2.8(d) of the Credit Agreement is hereby amended by amending and restating subclause (v) thereof as follows: 


“(v) the interest rate margins and (subject to clause (iv) above) amortization schedule applicable to the loans
made pursuant to the Incremental Commitments shall be determined by the Borrower Representative and the applicable Incremental Lenders; provided that in the event that the applicable interest rate margins for any term loans Incurred by the
Borrowers under any Incremental Term Loan Commitment made on or prior to the date that is 18 months after the Closing Date (and, solely for the purpose of the Tranche B Term Loans, to the extent that such term loans are Incurred on or prior to the
date that is 12 months after the Third Amendment Effective Date), are higher than the applicable interest rate margin for the Initial Term Loans or, in the case of the Tranche B Term Loans, the Tranche B Term Loans by more than 50 basis points, then
the Applicable Margin for the Initial Term Loans and/or Tranche B Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for such Initial Term Loans and/or Tranche B Term Loans is equal to the
applicable interest rate margins for 

  
 12 








 
such Incremental Term Loan Commitment minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the applicable Initial Term Loans,
Tranche B Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID)
payable by the Borrowers to the Lenders under such Initial Term Loans, Tranche B Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an
assumed four-year life to maturity) (provided that, if such Initial Term Loans and/or Tranche B Term Loans are issued in a manner such that all such Initial Term Loans and/or Tranche B Term Loans were not issued with a uniform amount of OID
or upfront fees within the applicable Tranche of Term Loans, the amount of OID and upfront fees attributable to the entire Tranche of Term Loans shall be determined on a weighted average basis); (B) any arrangement, structuring or other fees
payable in connection with the Incremental Term Loans that are not shared with all Additional Incremental Lenders providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the applicable Initial
Term Loans or Tranche B Term Loans that became effective subsequent to the Closing Date (with respect to Initial Term Loans) or the Third Amendment Effective Date (with respect to Tranche B Term Loans) but prior to the time of such Incremental Term
Loans shall also be included in such calculations and (D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans and/or Tranche B Term Loans, such increased
amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for such Initial Term Loans and/or Tranche B Term Loans shall be required, to the extent an increase in the
interest rate floor for such Initial Term Loans and/or Tranche B Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to such Initial
Term Loans and/or Tranche B Term Loans shall be increased by such amount;” 
 (9) Subsection 2.10 of the Credit Agreement is hereby
amended by inserting the words “, Tranche B Term Loans” after the words “Initial Term Loans” in clause (a) thereof. 

(10) Subsection 4.4 of the Credit Agreement is hereby amended as follows by inserting the following sentence after the last sentence
appearing in clause (a) thereof: 
 “Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(a)
made prior to the date that is six months after the Third Amendment Effective Date with the proceeds of Indebtedness incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).” 

  
 13 








 (11) Subsection 4.4 of the Credit Agreement is hereby amended by inserting the words
“Tranche B Term Loans,” after the words “Initial Term Loans,” in the first sentence of clause (g) thereof. 
 (12)
Subsection 4.5 of the Credit Agreement is hereby amended by inserting the following new clause (c) thereof: 
 “(c)
If, on or prior to the date that is six months after the Third Amendment Effective Date, the Borrowers make an optional prepayment in full of the Tranche B Term Loans with the proceeds incurred in a Repricing Transaction, the Borrowers shall pay to
the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Tranche B Term Loans being prepaid. If, on or prior to the date that is six months after the Third
Amendment Effective Date, any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace
the Tranche B Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the
Tranche B Term Loans of such Lender assigned to a replacement Lender pursuant to Subsection 11.1(g).” 
 (13) Subsection 11.1 of
the Credit Agreement is hereby amended by inserting the words “and/or the Tranche B Term Loans” after the words “the Initial Term Loans” appearing in clause (d)(vi) thereof. 

(14) Subsection 11.2 of the Credit Agreement is hereby amended by deleting the reference to
“Schedule A” in clause (a) thereof and replacing it with “Schedules A and A-1”. 

(15) Subsection 11.6 of the Credit Agreement is hereby amended as follows: 

(i) by inserting the words “, Tranche B Term Loan Commitments” after the words “Initial Term Loan Commitments” in the first
sentence of the second paragraph of subclause (iv) of clause (b) thereof; 
 (ii) by inserting the words “, Tranche B Term Loan
Commitments” after the words “Incremental Commitments” appearing in the second to last paragraph of clause (b) thereof and 

(iii) by inserting the words “Tranche B Term Loan Commitments,” after the words “Initial Term Loan Commitments,” in the
first sentence of subclause (i) of clause (c) thereof. 
 (16) The Schedules to the Credit Agreement are hereby amended by adding
Schedule I hereto as new Schedule A-1. 

  
 14 








 (c) Effective as of the Third Amendment Effective Date upon the occurrence of the Section 2(c)
Amendments Effective Time, the Credit Agreement (as amended by the Section 2(a) Amendments and the Section 2(b) Amendments) and the Schedules to the Credit Agreement are hereby amended (the “Section 2(c) Amendments”) to delete the
stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the Amended and Restated Credit Agreement attached as Exhibit A hereto (the “Amended and Restated Credit
Agreement”), which such Amended and Restated Credit Agreement shall supersede the Credit Agreement as amended by the Section 2(a) Amendments and the Section 2(b) Amendments, and which such Amended and Restated Credit Agreement shall be
effected by the execution thereof (in clean execution copy form) by the parties thereto on the Third Amendment Effective Date. 
 ARTICLE
III 
 CONDITIONS PRECEDENT TO EFFECTIVENESS 

(a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent
and Successor Collateral Agent and the other matters contemplated in Article I above and the Section 2(a) Amendments shall become effective on the date (the “Third Amendment Effective Date”) and at the time (the “Section
2(a) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: 
 (1) the Parent
Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders have each delivered a duly executed counterpart of this
Amendment to the Administrative Agent. 
 (b) The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and
at the time (the “Section 2(b) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: 

(1) the Section 2(a) Amendments Effective Time shall have occurred; 

(2) the Administrative Agent shall have received duly executed Increase Supplements (if any) and/or Lender Joinder Agreements (if any)
evidencing Supplemental Term Loan Commitments in an aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the execution of the Amended and Restated Credit Agreement by the parties thereto and delivery thereof
to the Administrative Agent); 
 (3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent
attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; 

  
 15 








 (4) the Administrative Agent shall have received (A) true and complete copies of resolutions of
the board of directors or a duly authorized committee thereof of each of the Borrowers approving and authorizing the execution, delivery and performance of this Third Amendment, and the performance of the Credit Agreement as amended by this Third
Amendment, certified as of the Third Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the
equivalent thereof) for each of the Borrowers from its jurisdiction of formation; 
 (5) the Administrative Agent shall have received a
certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set
forth in clauses (6) and (7) below; 
 (6) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement
and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date; and

 (7) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to
the effectiveness hereof. 
 (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time
(the “Section 2(c) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: 

(1) the Section 2(b) Amendments Effective Time shall have occurred; 

(2) the Initial Term Loans outstanding immediately prior to the effectiveness of the Section 2(b) Amendments on the Third Amendment Effective
Date shall have been repaid in full to the Existing Administrative Agent for the benefit of the Lenders; and 
 (3) the conditions set forth
in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied or waived. 
 The making of the initial Extensions of
Credit by the Lenders on the Third Amendment Effective Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth herein and in Section 6.1 of the
Amended and Restated Credit Agreement shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person. 

  
 16 








 ARTICLE IV 

[Reserved]. 
 ARTICLE V

 MISCELLANEOUS 

Section 5.1 Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Documents, all of which (including with respect to the security interests and liens granted to the Agents and the other Secured Parties under the Loan Documents) are ratified and affirmed in all respects and shall
continue in full force and effect except that, on and after the effectiveness of this Amendment, each reference to the Credit Agreement in the Loan Documents shall mean and be a reference to the Credit Agreement as amended by this
Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in
similar or different circumstances. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof. 

Section 5.2 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted under Subsection 11.6 of the Credit Agreement. 
 Section 5.3 Severability. Any
provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 5.4 Counterparts. This Amendment may be executed by one or more of the parties to this Agreement on any number of separate
counterparts (including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall
be delivered to the Borrower Representative and the Administrative Agent. 
 Section 5.5 Governing Law, etc. The provisions of the
Credit Agreement under the headings “Governing Law”, “Submission to Jurisdiction; Waivers” and “Waiver of Jury Trial” are incorporated by reference herein, mutatis mutandis. 

  
 17 








 Section 5.6 Significant Modification. For purposes of determining withholding Taxes
imposed under FATCA, from and after the Third Amendment Effective Date, the Borrower Representative and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement and the loans and
other credit extensions thereunder for purposes of FATCA as not qualifying as “grandfathered obligations” within the meaning of section 1.1471-2(b)(2)(i) of the U.S. Treasury regulations. 

Section 5.7 Appointment of Other Representatives. The Borrowers hereby appoint and designate each of Deutsche Bank Securities
Inc., Goldman Sachs Bank USA, and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers, Joint Bookrunners and Other Representatives under the Credit Agreement (and the other parties hereto hereby agree to each such appointment and designation). 

[Remainder of this page is intentionally left blank.] 

  
 18 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

					
	 SITEONE LANDSCAPE SUPPLY HOLDING, LLC 

as Parent Borrower

		
	By:	 	 /s/ John T. Guthrie

		 	Name:	 	John T. Guthrie
		 	Title:	 	Executive Vice President, Chief Financial Officer and Assistant Secretary
	
	 SITEONE LANDSCAPE SUPPLY, LLC 

as OpCo Borrower

		
	By:	 	 /s/ John T. Guthrie

		 	Name:	 	John T. Guthrie
		 	Title:	 	Executive Vice President, Chief Financial Officer and Assistant Secretary


 [Signature Page to Third Amendment to Credit Agreement (Term Loan)] 







 
					
	 ING CAPITAL LLC,
 as Existing
Administrative Agent and Existing Collateral Agent

		
	By:	 	 /s/ Keith Alexander

		 	Name:	 	Keith Alexander
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Clifford Beltzer

		 	Name:	 	Clifford Beltzer
		 	Title:	 	Vice President



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 
					
	 UBS AG, STAMFORD BRANCH,
 as
Successor Administrative Agent and Successor Collateral Agent

		
	By:	 	 /s/ Craig Pearson

		 	Name:	 	Craig Pearson
		 	Title:	 	 Associate Director
 Banking Product Services,
US

		
	By:	 	 /s/ Darlene Arias

		 	Name:	 	Darlene Arias
		 	Title:	 	Director



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 
					
	 ING CAPITAL LLC,
 as
Lender

		
	By:	 	 /s/ Keith Alexander

		 	Name:	 	Keith Alexander
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Clifford Beltzer

		 	Name:	 	Clifford Beltzer
		 	Title:	 	Vice President



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 
					
	 HSBC BANK USA, N.A.,
 as
Lender

		
	By:	 	 /s/ Robert Lipps

		 	Name:	 	Robert Lipps
		 	Title:	 	Managing Director



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 
					
	SUMITOMO MITSUI BANKING CORPORATION, as Lender
		
	By:	 	 /s/ Christakis Droussiotis

		 	Name:	 	Christakis Droussiotis
		 	Title:	 	Managing Director



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 Each Guarantor acknowledges and consents to each of the foregoing provisions of this Amendment. Each
Guarantor further acknowledges and agrees that all Obligations under the Credit Agreement as modified by this Amendment shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement in accordance with the terms and
provisions thereof. 
  

			
	GUARANTORS:
	
	SITEONE LANDSCAPE SUPPLY BIDCO, INC.
		
	By:	 	 /s/ John T. Guthrie

	Name:	 	John T. Guthrie
	Title:	 	Executive Vice President, Chief
		 	Financial Officer and Assistant Secretary
	
	LESCO, INC.
		
	By:	 	 /s/ John T. Guthrie

	Name:	 	John T. Guthrie
	Title:	 	Executive Vice President, Chief
		 	Financial Officer and Assistant Secretary
	
	GREEN RESOURCE, LLC
	By: SiteOne Landscape Supply, LLC,
	its sole manager
		
	By:	 	 /s/ L. Briley Brisendine, Jr.

	Name:	 	L. Briley Brisendine, Jr.
	Title:	 	Executive Vice President, General Counsel and Secretary



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 
			
	GR4, LLC
	By: SiteOne Landscape Supply, LLC,
	its sole manager
		
	By:	 	 /s/ L. Briley Brisendine, Jr.

	Name:	 	L. Briley Brisendine, Jr.
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	HYDRO-SCAPE PRODUCTS, INC.
		
	By:	 	 /s/ L. Briley Brisendine, Jr.

	Name:	 	L. Briley Brisendine, Jr.
	Title:	 	Vice President, General Counsel and Secretary



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 
			
	SITEONE LANDSCAPE SUPPLY HOLDING, LLC
		
	By:	 	 /s/ John T. Guthrie

	Name:	 	John T. Guthrie
	Title:	 	Executive Vice President, Chief
		 	Financial Officer and Assistant Secretary
	
	SITEONE LANDSCAPE SUPPLY, LLC
		
	By:	 	 /s/ John T. Guthrie

	Name:	 	John T. Guthrie
	Title:	 	Executive Vice President, Chief
		 	Financial Officer and Assistant Secretary



  
 [Signature Page to
Third Amendment to Credit Agreement (Term Loan)] 








 SCHEDULE I 
  

					
	 Schedule A-1

 
	 
	 Tranche B Term Loan Lender
	  	Tranche B Term Loan Commitment	 
	 UBS AG, Stamford Branch
	  	$	275,000,000	  








 EXHIBIT A 

Amended and Restated Credit Agreement 







 Execution Version 

Conformed Copy reflecting changes through: 

Amendment No. 1 dated June 13, 2014 

Amendment No. 2, dated January 26, 2015 

$61,700,000275,000,000 

AMENDED AND RESTATED CREDIT AGREEMENT 

among 
 CD&R
LANDSCAPES MERGER SUB, INC., 
 to be merged with and into
JDASITEONE LANDSCAPE SUPPLY HOLDING, LLC (formerly known as JDA
Holding LLC), 
 and 

SITEONE LANDSCAPE SUPPLY, LLC (formerly known as John Deere Landscapes LLC),
CD&R LANDSCAPES MERGER SUB 2, INC., to be merged with and into JOHN DEERE LANDSCAPES LLC, 
 as the
Borrowers, 
 THE LENDERS 
 FROM
TIME TO TIME PARTIES HERETO, 
 ING CAPITAL LLC, UBS AG, STAMFORD
BRANCH, as Administrative Agent and Collateral Agent, 
 UBS SECURITIES LLC, as Syndication Agent, 

and 
 HSBC
SECURITIES (USA) INC., 
 NATIXIS, NEW YORK BRANCH, 

and SUMITOMO MITSUI BANKING CORPORATION 

as Co-Documentation Agents 
  

 

UBS SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, HSBC
SECURITIES (USA) INC., ING CAPITAL LLC, JPMORGAN CHASE BANK, N.A., NATIXIS, NEW YORK BRANCH AND SUMITOMO MITSUI BANKING CORPORATION, 

UBS SECURITIES LLC, 

ING CAPITAL LLC, 

HSBC SECURITIES (USA) INC., 

NATIXIS, NEW YORK BRANCH, 

and SUMITOMO MITSUI BANKING CORPORATION 

as Joint Lead Arrangers and Joint Bookrunners 

dated as of December 23April 29,
20132016 
  

 

  
 2 








 Table of Contents 

 

							
	 	  	 	  	Page	 
	 SECTION 1 Definitions
	  	 	1	  
			
	 1.1
	  	Defined Terms.	  	 	1	  
	 1.2
	  	Other Definitional and Interpretive Provisions.	  	 	72	  
	 1.3
	  	Borrower Representative.	  	 	7475	  
		
	 SECTION 2 Amount and Terms of Commitments
	  	 	7575	  
			
	 2.1
	  	Initial Term Loans.	  	 	7575	  
	 2.2
	  	Notes.	  	 	7576	  
	 2.3
	  	Procedure for Initial Term Loan Borrowing.	  	 	7676	  
	 2.4
	  	[Reserved].	  	 	7677	  
	 2.5
	  	Repayment of Loans.	  	 	7677	  
	 2.6
	  	[Reserved].	  	 	7777	  
	 2.7
	  	[Reserved].	  	 	7777	  
	 2.8
	  	Incremental Facilities.	  	 	7777	  
	 2.9
	  	Permitted Debt Exchanges.	  	 	8081	  
	 2.10
	  	Extension of Term Loans.	  	 	8282	  
	 2.11
	  	Specified Refinancing Facilities.	  	 	8686	  
		
	 SECTION 3 [Reserved]
	  	 	8888	  
		
	 SECTION 4 General Provisions Applicable to Loans
	  	 	8888	  
			
	 4.1
	  	Interest Rates and Payment Dates.	  	 	8888	  
	 4.2
	  	Conversion and Continuation Options.	  	 	8888	  
	 4.3
	  	Minimum Amounts; Maximum Sets.	  	 	8989	  
	 4.4
	  	Optional and Mandatory Prepayments.	  	 	8989	  
	 4.5
	  	Administrative Agent’s Fee; Other Fees.	  	 	102102	  
	 4.6
	  	Computation of Interest and Fees.	  	 	102102	  
	 4.7
	  	Inability to Determine Interest Rate.	  	 	103103	  
	 4.8
	  	Pro Rata Treatment and Payments.	  	 	103103	  
	 4.9
	  	Illegality.	  	 	104104	  
	 4.10
	  	Requirements of Law.	  	 	105105	  
	 4.11
	  	Taxes.	  	 	107107	  
	 4.12
	  	Indemnity.	  	 	112112	  
	 4.13
	  	Certain Rules Relating to the Payment of Additional Amounts.	  	 	113113	  
		
	 SECTION 5 Representations and Warranties
	  	 	115115	  
			
	 5.1
	  	Financial Condition.	  	 	115115	  
	 5.2
	  	No Change; Solvent.	  	 	116115	  
	 5.3
	  	Corporate Existence; Compliance with Law.	  	 	116116	  
	 5.4
	  	Corporate Power; Authorization; Enforceable Obligations.	  	 	116116	  


  
 (i) 









 Table of Contents 

(continued) 
  

  

							
	 	  	 	  	Page	 
			
	 5.5
	  	No Legal Bar.	  	 	117117	  
	 5.6
	  	No Material Litigation.	  	 	117117	  
	 5.7
	  	No Default.	  	 	117117	  
	 5.8
	  	Ownership of Property; Liens.	  	 	117117	  
	 5.9
	  	Intellectual Property.	  	 	117117	  
	 5.10
	  	Taxes.	  	 	118118	  
	 5.11
	  	Federal Regulations.	  	 	118118	  
	 5.12
	  	ERISA.	  	 	118118	  
	 5.13
	  	Collateral.	  	 	119119	  
	 5.14
	  	Investment Company Act; Other Regulations.	  	 	120120	  
	 5.15
	  	Subsidiaries.	  	 	120120	  
	 5.16
	  	Purpose of Loans.	  	 	120120	  
	 5.17
	  	Environmental Matters.	  	 	120120	  
	 5.18
	  	No Material Misstatements.	  	 	121121	  
	 5.19
	  	Labor Matters.	  	 	122122	  
	 5.20
	  	Insurance.	  	 	122122	  
	 5.21
	  	Anti-Terrorism.	  	 	122122	  
		
	 SECTION 6 Conditions Precedent
	  	 	122122	  
			
	 6.1
	  	Conditions to Initial Extension of Credit.	  	 	122122	  
	 6.2
	  	Conditions to Each Extension of Credit After the Closing Date.	  	 	127122	  
		
	 SECTION 7 Affirmative Covenants
	  	 	127125	  
			
	 7.1
	  	Financial Statements.	  	 	127125	  
	 7.2
	  	Certificates; Other Information.	  	 	129126	  
	 7.3
	  	Payment of Taxes.	  	 	130128	  
	 7.4
	  	 Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations
and Requirements of Law.
	  	 	130128	  
	 7.5
	  	Maintenance of Property; Insurance.	  	 	131128	  
	 7.6
	  	Inspection of Property; Books and Records; Discussions.	  	 	132129	  
	 7.7
	  	Notices.	  	 	133130	  
	 7.8
	  	Environmental Laws.	  	 	134131	  
	 7.9
	  	After-Acquired Real Property and Fixtures; Subsidiaries.	  	 	135132	  
	 7.10
	  	Use of Proceeds.	  	 	137135	  
	 7.11
	  	[Reserved].	  	 	137135	  
	 7.12
	  	Accounting Changes.	  	 	137135	  
	 7.13
	  	Post-Closing Security Perfection.	  	 	138	  
	 7.14
	  	Post-Closing Matters.	  	 	138	  
		
	 SECTION 8 Negative Covenants
	  	 	138135	  
			
	 8.1
	  	Limitation on Indebtedness.	  	 	138135	  
	 8.2
	  	Limitation on Restricted Payments.	  	 	143140	  


  
 (ii) 









 Table of Contents 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 8.3
	  	Limitation on Restrictive Agreements.	  	 	148145	  
	 8.4
	  	Limitation on Sales of Assets and Subsidiary Stock.	  	 	150148	  
	 8.5
	  	Limitations on Transactions with Affiliates.	  	 	153151	  
	 8.6
	  	Limitation on Liens.	  	 	155152	  
	 8.7
	  	Limitation on Fundamental Changes.	  	 	156153	  
	 8.8
	  	Limitation on Amendments.	  	 	157155	  
	 8.9
	  	Limitation on Lines of Business.	  	 	158155	  
	 8.10
	  	Parent Borrower Covenant.	  	 	158	  
		
	 SECTION 9 Events of Default
	  	 	159156	  
			
	 9.1
	  	Events of Default.	  	 	159156	  
	 9.2
	  	Remedies Upon an Event of Default.	  	 	162159	  
		
	 SECTION 10 The Agents and the Other Representatives
	  	 	163159	  
			
	 10.1
	  	Appointment.	  	 	163159	  
	 10.2
	  	The Administrative Agent and Affiliates.	  	 	164160	  
	 10.3
	  	Action by an Agent.	  	 	164160	  
	 10.4
	  	Exculpatory Provisions.	  	 	164160	  
	 10.5
	  	Acknowledgement and Representations by Lenders.	  	 	165161	  
	 10.6
	  	Indemnity; Reimbursement by Lenders.	  	 	166162	  
	 10.7
	  	Right to Request and Act on Instructions.	  	 	166163	  
	 10.8
	  	Collateral Matters.	  	 	167163	  
	 10.9
	  	Successor Agent.	  	 	169165	  
	 10.10
	  	[Reserved].	  	 	170166	  
	 10.11
	  	Withholding Tax.	  	 	170166	  
	 10.12
	  	Other Representatives.	  	 	170166	  
	 10.13
	  	Administrative Agent May File Proofs of Claim.	  	 	170167	  
	 10.14
	  	Application of Proceeds.	  	 	171167	  
		
	 SECTION 11 Miscellaneous
	  	 	172168	  
			
	 11.1
	  	Amendments and Waivers.	  	 	172168	  
	 11.2
	  	Notices.	  	 	176172	  
	 11.3
	  	No Waiver; Cumulative Remedies.	  	 	178174	  
	 11.4
	  	Survival of Representations and Warranties.	  	 	178174	  
	 11.5
	  	Payment of Expenses and Taxes.	  	 	178174	  
	 11.6
	  	Successors and Assigns; Participations and Assignments.	  	 	179176	  
	 11.7
	  	Adjustments; Set-off; Calculations; Computations.	  	 	190186	  
	 11.8
	  	Judgment.	  	 	190186	  
	 11.9
	  	Counterparts.	  	 	191187	  
	 11.10
	  	Severability.	  	 	191187	  
	 11.11
	  	Integration.	  	 	191187	  
	 11.12
	  	Governing Law.	  	 	191187	  


  
 (iii) 









 Table of Contents 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 11.13
	  	Submission to Jurisdiction; Waivers.	  	 	191188	  
	 11.14
	  	Acknowledgements.	  	 	192189	  
	 11.15
	  	Waiver of Jury Trial.	  	 	193189	  
	 11.16
	  	Confidentiality.	  	 	193189	  
	 11.17
	  	Incremental Indebtedness; Additional Indebtedness.	  	 	194190	  
	 11.18
	  	USA PATRIOT Act Notice.	  	 	195191	  
	 11.19
	  	Electronic Execution of Assignments and Certain Other Documents.	  	 	195191	  
	 11.20
	  	Reinstatement.	  	 	195191	  
	 11.21
	  	Joint and Several Liability; Postponement of Subrogation.	  	 	195191	  
	 11.22
	  	No Novation.	  	 	192	  


  
 (iv) 








 SCHEDULES 
  

					
	A	 	—  	  	Commitments and Addresses
	1.1(c)	 	—  	  	Assumed Indebtedness
	1.1(d)	 	—  	  	Existing Capitalized Lease Obligations
	1.1(e)	 	—  	  	Existing Liens
	1.1(f)	 	—  	  	Existing Investments
	5.4	 	—  	  	Consents Required
	5.6	 	—  	  	Litigation
	5.8	 	—  	  	Real Property
	5.9	 	—  	  	Intellectual Property Claims
	5.15	 	—  	  	Subsidiaries
	5.17	 	—  	  	Environmental Matters
	5.20	 	—  	  	Insurance
	7.2	 	—  	  	Website Address for Electronic Financial Reporting
	7.13	 	—  	  	Post-Closing Collateral Requirements
			
	8.1	 	—  	  	Existing Indebtedness
	8.5	 	—  	  	Affiliate Transactions
	8.10	 	—  	  	Parent Borrower Contracts

 EXHIBITS 
  

					
	A	 	—  	  	Form of Note
	B	 	—  	  	Form of Guarantee and Collateral Agreement
	C	 	—  	  	Form of Mortgage
	D	 	—  	  	Form of U.S. Tax Compliance Certificate
	E	 	—  	  	Form of Assignment and Acceptance
	F	 	—  	  	Form of Secretary’s Certificate
	G	 	—  	  	Form of Officer’s Certificate[Reserved]
	H	 	—  	  	Form of Solvency Certificate
	I-1	 	—  	  	Form of Increase Supplement
	I-2	 	—  	  	Form of Lender Joinder Agreement
	J	 	—  	  	Form of ABL/Term Loan Intercreditor Agreement
	K	 	—  	  	Form of Junior Lien Intercreditor Agreement
	L	 	—  	  	Form of Affiliated Lender Assignment and Assumption
	M	 	—  	  	Form of Acceptance and Prepayment Notice
	N	 	—  	  	Form of Discount Range Prepayment Notice
	O	 	—  	  	Form of Discount Range Prepayment Offer
	P	 	—  	  	Form of Solicited Discounted Prepayment Notice
	Q	 	—  	  	Form of Solicited Discounted Prepayment Offer
	R	 	—  	  	Form of Specified Discount Prepayment Notice
	S	 	—  	  	Form of Specified Discount Prepayment Response
	T	 	—  	  	Form of Compliance Certificate


  
 (v) 








 AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of December 23April 29, 20132016, among CD&R LANDSCAPES
MERGER SUB, INC., a Delaware corporation (“Merger Sub” and, at any time prior to the consummation of the JDA Merger (as defined in Subsection 1.1) and as further defined in Subsection
1.1,SITEONE LANDSCAPE SUPPLY HOLDING, LLC, a Delaware limited liability company (formerly known as JDA Holding LLC) (the “Parent Borrower”), CD&R
LANDSCAPES MERGER SUB 2, INC., a Delaware corporation (“Merger Sub 2” and, at any time prior to the consummation of the JDL Merger (as defined in Subsection 1.1) and as further defined in Subsection
1.1,SITEONE LANDSCAPE SUPPLY, LLC, a Delaware limited liability company (formerly known as John Deere Landscapes LLC) (the “OpCo Borrower”, and together with the
Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1,
the “Lenders”), and ING CAPITAL LLCUBS AG, STAMFORD BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the
“Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below). 

W I T N E S S E T H : 

WHEREAS, to consummate the transactions contemplated by the Investment Agreement, (A) the Borrowers will enter into this
Agreement to borrow Initial Term Loans in an aggregate principal amount of $61,700,000 (unless reduced in accordance with Subsection 6.1(b)) and (B) the Borrowers will enter into the Senior ABL Facility Agreement to borrow an additional amount
and to cause certain letters of credit to be issued; and 
 WHEREAS, the cash proceeds of the Equity Contribution, the
Initial Term Loans and any ABL Facility Loans made on the Closing Date will be used on the Closing Date, inter alia, to pay the cash merger consideration for the JDL Acquisition, and thereafter to finance a portion of the other Transactions,
including the payments of fees and expenses relating thereto. 
 WHEREAS,
the Borrowers, the Lenders and the Administrative Agent are party to that certain Credit Agreement, dated as of December 23, 2013 (as amended, supplemented, waived or otherwise modified prior to the date hereof, the “Original Credit
Agreement”); 
 WHEREAS, pursuant to the terms of the Third Amendment to
the Original Credit Agreement, dated as of the date hereof (the “Third Amendment”), the Borrowers, the Administrative Agent and the Lenders party thereto desire to amend and restate the Original Credit Agreement in its entirety pursuant to
the terms of this Agreement; and 
 WHEREAS, pursuant to and in accordance with
the Third Amendment, the Borrower Representative has requested that Tranche B Term Loan Commitments (as defined in the Third Amendment) in an aggregate principal amount of $275,000,000 be made available to the Borrowers (with such Tranche B Term
Loan Commitments and the Tranche B Term Loans (each as defined in the Third Amendment) requested pursuant thereto being deemed to be Initial Term Loan Commitments and Initial Term Loans, respectively, under this Agreement and the other Loan
Documents), and the Incremental Term Loan Lenders (as defined in the Third Amendment) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth in the Third Amendment, to consummate the Transactions (as defined
herein). 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as
follows: 
 SECTION 1

Definitions 
 1.1
Defined Terms. As used in this Agreement, the following terms shall have the following meanings: 
 “ABL Agent”: UBS
AG, Stamford Branch, in its capacity as administrative agent and collateral agent under the ABL Facility Documents, or any successor administrative agent or collateral agent under the ABL Facility Documents. 

  
 1 








 “ABL Facility Documents”: the “Loan Documents” as defined in the
Senior ABL Facility Agreement, as the same may be amended, supplemented, waived, otherwise modified, extended, renewed, refinanced or replaced from time to time. 

“ABL Facility Loans”: the loans borrowed under the Senior ABL Facility. 

“ABL Priority Collateral”: as defined in the ABL/Term Loan Intercreditor Agreement whether or not the same remains in full
force and effect. 
 “ABL/Term Loan Intercreditor Agreement”: the Intercreditor Agreement, dated as of the date
hereofDecember 23, 2013, between the Collateral Agent and the ABL Agent (in its capacity as collateral agent under the ABL Facility Documents), and acknowledged by certain of the
Loan Parties in the form attached hereto as Exhibit J, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms hereof and thereof. 

“ABR”: when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “ABR Loans”: Loans to which the rate of
interest applicable is based upon the Alternate Base Rate. 
 “Accelerated”: as defined in Subsection 9.1(e). 

“Acceleration”: as defined in Subsection 9.1(e). 

“Acceptable Discount”: as defined in Subsection 4.4(l)(iv)(2). 

“Acceptable Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(3). 

“Acceptance and Prepayment Notice”: a written notice from the Borrower Representative setting forth the Acceptable Discount
pursuant to Subsection 4.4(l)(iv)(2) substantially in the form of Exhibit M. 
 “Acceptance Date”: as defined
in Subsection 4.4(l)(iv)(2). 
 “Acquired Indebtedness”: Indebtedness of a Person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or on the date the acquired Person becomes a Subsidiary. 

  
 2 








 “Acquisition Indebtedness”: Indebtedness of (A) the Parent Borrower
or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger, consolidation or amalgamation of any Person with or
into the Parent Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the OpCoParent Borrower or
any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger, consolidation or amalgamation). 

“Additional ABL Credit Facility”: as defined in the ABL/Term Loan Intercreditor Agreement. 

“Additional Agent”: as defined in the ABL/Term Loan Intercreditor Agreement. 

“Additional Assets”: (i) any property or assets that replace the property or assets that are the subject of an
Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Parent Borrower or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in
respect of any property or assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent Borrower
or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party. 

“Additional Indebtedness”: as defined in the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement
or any Other Intercreditor Agreement, as applicable. 
 “Additional Incremental Lender”: as defined in Subsection
2.8(b). 
 “Additional Obligations”: senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a
Lien ranking pari passu to the Lien securing the First Lien Obligations, (y) secured by a Lien ranking junior to the Lien securing the First Lien Obligations or (z) unsecured), including customary bridge financings, in each case issued or incurred
by a Borrower or a Guarantor, the terms of which Indebtedness (i) do not provide for a maturity date or weighted average life to maturity earlier than the Initial Term Loan Maturity Date or shorter than the remaining weighted average life to
maturity of the Initial Term Loans, as the case may be (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically
converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to
maturity of the Initial Term Loans, as applicable), (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Term Loan Facility Obligations under the Loan Documents as reasonably determined by the
Borrower Representative in good faith and (iii) do not provide for any mandatory repayment or redemption from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition
of which was financed, all or in part, with such Additional Obligations and the disposition of which was contemplated by any definitive agreement in respect of such acquisition 

  
 3 








 
and in a manner not otherwise prohibited by this Agreement) or Recovery Events or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset Disposition or Recovery Event or such
Excess Cash Flow are required to be applied to repay the Initial Term Loans hereunder pursuant to Subsection 4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with
Subsection 11.1(d)(vi)); provided that (a) such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Term Loan Facility Obligations, or be guaranteed by any Person other
than the Guarantors, and (b) if secured by Collateral, such Indebtedness (and all related Obligations) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement (if such Indebtedness and related Obligations constitute
First Lien Obligations), any Junior Lien Intercreditor Agreement (if such Indebtedness and related Obligations do not constitute First Lien Obligations) or an Other Intercreditor Agreement (if otherwise agreed by the Administrative Agent and the
Borrower Representative). 
 “Additional Obligations Documents”: any document or instrument (including any guarantee,
security agreement or mortgage and which may include any or all of the Loan Documents) issued or executed and delivered with respect to any Additional Obligations or Rollover Indebtedness by any Loan Party. 

“Additional Specified Refinancing Lender”: as defined in Subsection 2.11(b). 

“Adjusted LIBOR Rate”: with respect to any Borrowing of Eurodollar Loans for any Interest Period, an interest rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1.00%) determined by the Administrative Agent to be equal to the higher of (a) (i) the LIBOR Rate for such Borrowing of Eurodollar Loans in effect for such Interest
Period divided by (ii) 1 minus the Statutory Reserves (if any) for such Borrowing of Eurodollar Loans for such Interest Period and (b) solely with respect to Initial Term Loans, 1.00%. 

“Administrative Agent”: as defined in the Preamble hereto and shall include any successor to the Administrative Agent
appointed pursuant to Subsection 10.9. 
 “Affected Eurodollar Rate”: as defined in Subsection 4.7. 

“Affected Loans”: as defined in Subsection 4.9. 

“Affiliate”: as to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Affiliate Transaction”: as defined in Subsection 8.5(a). 

“Affiliated Debt Fund”: any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles
that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course, so long as (i) any such Affiliated Lender is managed as to
day-to-day 

  
 4 








 
matters (but excluding, for the avoidance of doubt, as to strategic direction and similar matters) independently from Sponsor and any Affiliate of Sponsor that is not primarily engaged in the
investing activities described above, (ii) any such Affiliated Lender has in place customary information screens between it and Sponsor and any Affiliate of Sponsor that is not primarily engaged in the investing activities described
above, and (iii) neither Holdings nor any of its Subsidiaries directs or causes the direction of the investment policies of such entity. 

“Affiliated Lender”: any Lender that is a Permitted Affiliated Assignee. 

“Affiliated Lender Assignment and Assumption”: as defined in Subsection 11.6(h)(i)(1). 

“Agent Default”: an Agent has admitted in writing that it is insolvent or such Agent becomes subject to an Agent-Related
Distress Event. 
 “Agent-Related Distress Event”: with respect to any Agent (each, a “Distressed
Person”), a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such
Distressed Person’s assets, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person to
be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Agent or any person that directly or indirectly
controls such Agent by a Governmental Authority or an instrumentality thereof; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by
a supervisory authority or regulator with respect to an Agent or any person that directly or indirectly controls such Agent under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall
not be deemed to result in an Agent-Related Distress Event. 
 “Agents”: the collective reference to the Administrative
Agent and the Collateral Agent and “Agent” shall mean any of them. 
 “Agreement”: this
Amended and Restated Credit Agreement, as amended, supplemented, waived or otherwise modified from time to time. 

“Alternate Base Rate”: for any day, a fluctuating rate per annum (rounded upward, if necessary, to the nearest 1/100th of
1.00%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the Adjusted LIBOR Rate for an Interest Period of one
month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate or the Adjusted LIBOR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition
thereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c) above, as the case may be, of 

  
 5 








 
the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Effective
Rate or the Adjusted LIBOR Rate shall be effective on the effective date of such change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBOR Rate, respectively. 

“Amendment”: as defined in Subsection 8.3(c). 

“Applicable Discount”: as defined in Subsection 4.4(l)(iii)(2). 

“Applicable Margin”: in respect of Initial Term Loans
(a) on any date prior to the date of a Qualified IPO (i) with respect to ABR Loans, 3.004.50% per
annum, and (ii) with respect to Eurodollar Loans, 4.005.50% per annum and (b) on or
after the date of a Qualified IPO, (i) with respect to ABR Loans, 4.25% per annum and (ii) with respect to Eurodollar Loans, 5.25% per annum. 

“Approved Fund”: as defined in Subsection 11.6(b). 

“Asset Disposition”: any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary
(other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to for the purposes of this definition as a “disposition”) by
the Parent Borrower or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a disposition to the Parent Borrower or a Restricted Subsidiary,
(ii) a disposition in the ordinary course of business, (iii) a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and
on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, (v) any Restricted
Payment Transaction, (vi) a disposition that is governed by Subsection 8.7, (vii) any Financing Disposition, (viii) any “fee in lieu” or other disposition of assets to any Governmental Authority
that continue in use by the Parent Borrower or any Restricted Subsidiary, so long as the Parent Borrower or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of
property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any financing transaction with
respect to property built or acquired by the Parent Borrower or any Restricted Subsidiary after the Closing Date, including any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure,
condemnation, eminent domain, or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement or necessary or advisable (as determined by the Borrower
Representative in good faith) in order to consummate any acquisition of any Person, business or assets or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) any disposition of Capital
Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent Borrower or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition),


  
 6 








 
entered into in connection with such acquisition, (xiv) a disposition of not more than 5.00% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the
Board of Directors, (xv) any disposition or series of related dispositions for aggregate consideration not to exceed $10,000,00015,000,000,
(xvi) the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower Representative, no longer economically practicable to maintain or useful in the conduct
of the business of the Parent Borrower and its Subsidiaries taken as a whole, (xvii) any license, sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual property, or
(xviii) any Exempt Sale and Leaseback Transaction or (xix) the creation or granting of any Lien permitted under this Agreement. 

“Assignee”: as defined in Subsection 11.6(b)(i). 

“Assignment and Acceptance”: an Assignment and Acceptance, substantially in the form of Exhibit E hereto. 

“Assumed Indebtedness”: Indebtedness for borrowed money of the Parent Borrower and its Restricted Subsidiaries outstanding on
the Closing Date and disclosed on Schedule 1.1(c). 
 “Bank Products Agreement”: any agreement pursuant to which a
bank or other financial institution agrees to provide (a) treasury services, (b) credit card, merchant card, purchasing card or stored value card services (including the processing of payments and other administrative
services with respect thereto), (c) cash management services (including controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer,
information reporting, wire transfer and interstate depository network services) and (d) other banking products or services as may be requested by the Parent Borrower or any Restricted Subsidiary (other than letters of credit and other
than loans and advances except indebtedness arising from services described in clauses (a) through (c) of this definition). 

“Bank Products Obligations”: of any Person means the obligations of such Person pursuant to any Bank Products Agreement. 

“Bankruptcy Proceeding”: as defined in Subsection 11.6(h)(iv). 

“Base Rate”: for any day, a rate per annum that is equal to the
corporate base rate of interest established by the Administrative Agent as its “prime rate” in effect at its principal office in New York City on such day; each change in the Base Rate shall be
effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged from time to time at its Stamford Branch or, if no such rate is then
established, the rate of interest quoted by the Wall Street Journal as the “Prime Rate” or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent to its
customers) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent). 

“Basis of Presentation Agreement”: the Basis of Presentation Agreement, dated as of September 30, 2013, between Deere
and CD&R. 

  
 7 








 “Benefited Lender”: as defined in Subsection 11.7(a). 

“Board”: the Board of Governors of the Federal Reserve System. 

“Board of Directors”: for any Person, the board of directors or other governing body of such Person or, if such Person does
not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such
board of directors or other governing body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower Representative. 

“Borrower Offer of Specified Discount Prepayment”: the offer by the Borrower Representative for the Borrowers to make a
voluntary prepayment of Term Loans at a specified discount to par pursuant to Subsection 4.4(l)(ii). 
 “Borrower
Representative”: the OpCoParent Borrower or such other Borrower as may be designated as the “Borrower Representative” by the Borrowers from time to time,
in each case in its capacity as Borrower Representative pursuant to the provisions of Subsection 1.3. 
 “Borrower
Solicitation of Discount Range Prepayment Offers”: the solicitation by the Borrower Representative of offers for, and the corresponding acceptance by a Lender of a voluntary prepayment by the Borrowers of Term Loans at a specified range at
a discount to par pursuant to Subsection 4.4(l)(iii). 
 “Borrower Solicitation of Discounted Prepayment
Offers”: the solicitation by the Borrower Representative of offers for, and the subsequent acceptance, if any, by a Lender of a voluntary prepayment by the Borrowers of Term Loans at a discount to par pursuant to Subsection
4.4(l)(iv). 
 “Borrowers”: as defined in the Preamble hereto. 

“Borrowing”: the borrowing of one Type of Loan of a single Tranche from all the Lenders having Initial Term Loan Commitments
or other commitments of the respective Tranche on a given date (or resulting from a conversion or conversions on such date) having, in the case of Eurodollar Loans, the same Interest Period. 

“Borrowing Date”: any Business Day specified in a notice delivered pursuant to Subsection 2.3 as a date on which
the Borrower Representative requests the Lenders to make Loans hereunder. 
 “Business Day”: a day other than a Saturday,
Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, except that, when used in connection with a Eurodollar Loan, “Business Day” shall mean any Business Day on which dealings in
Dollars between banks may be carried on in London, England and New York, New York. 
 “Capital Expenditures”: for any
period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or 

  
 8 








 
capitalized under leases evidencing Capitalized Lease Obligations) by the OpCoParent Borrower and the Restricted
Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on a consolidated statement of cash flows of the
OpCoParent Borrower. 
 “Capital Stock”: as to
any Person, any and all shares or units of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such equity. 
 “Capitalized Lease Obligation”: an obligation that is required to be classified and accounted for as a
capitalized lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease. 

“Captive Insurance Subsidiary”: any Subsidiary of the Parent Borrower that is subject to regulation as an insurance company
(or any Subsidiary thereof). 
 “Cash Equivalents”: any of the following: (a) money, (b) securities
issued or fully guaranteed or insured by the United States of America or a member state of the European Union or any agency or instrumentality of any thereof, (c) time deposits, certificates of deposit or bankers’ acceptances of
(i) any bank or other institutional lender under this Agreement or the Senior ABL Facility or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500,000,000 (or the foreign currency
equivalent thereof as of the date of such investment) and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time
neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications specified in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments in money market
funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended, (g) investments similar to any of the foregoing denominated in foreign currencies approved
by the Board of Directors, and (h) solely with respect to any Captive Insurance Subsidiary, any investment that person is permitted to make in accordance with applicable law. 

“CD&R”: Clayton, Dubilier & Rice, LLC and any successor in interest thereto, and any successor to its investment
management business. 
 “CD&R Consulting Agreement”: the Consulting Agreement, dated as of the date
hereofDecember 23, 2013, by and among Parent, Midco, Holdings, JDASOH,
JDLSOLS, Investor and CD&R, pursuant to which CD&R may provide management, consulting and advisory services, as the same may be amended, supplemented, waived or
otherwise modified from time to time so long as such amendment, supplement, waiver or modification complies with this Agreement (including Subsection 8.5). 

  
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 “CD&R Fund VIII”: Clayton, Dubilier & Rice Fund VIII, L.P., a
Cayman Islands exempted limited partnership, and any successor in interest thereto. 
 “CD&R Indemnification
Agreement”: the Indemnification Agreement dated as of the date hereofDecember 23, 2013, by and among Parent, Midco, Holdings,
JDASOH, JDLSOLS, Investor, the CD&R Investors, Clayton, Dubilier & Rice, Inc., a
Delaware corporation, and CD&R, as amended, supplemented, waived or otherwise modified from time to time. 
 “CD&R
Investors”: collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto,
(iii) CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iv) Investor, and (v) any Affiliate of any CD&R Investor identified in
clauses (i) through (iv) of this definition. 
 “Change in Law”: as defined in Subsection 4.11(a). 

“Change of Control”:
(i) (x) the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act as in effect on the Closing Date) of (A) so long as Holdings is a Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.0%
of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if Holdings is not a
Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.0% of the total voting power of all outstanding shares of Holdings and (y) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), other than one or more Permitted Holders, shall be the “beneficial owner” of
(A) so long as Holdings is a Subsidiary of any Parent Entity, shares or units of Voting Stock having more than 35.0% of the total voting power of all outstanding shares of such Parent
Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if Holdings is not a Subsidiary of any Parent Entity, shares or units of Voting Stock having
more than 35.0% of the total voting power of all outstanding shares of Holdings; (ii) Holdings shall cease to own, directly or indirectly, 100.0% of the Capital Stock of the Parent
Borrower (or any Successor Borrower), unless Holdings and the Parent Borrower shall have been merged, consolidated or amalgamated with one another; or
(iii) a “Change of Control” (or comparable term) as defined in the Senior ABL Facility Agreement relating to Indebtedness and any unused commitments thereunder in an
aggregate principal amount equal to or greater than $15,000,00025,000,000. Notwithstanding anything to the contrary in the foregoing, the Transactions shall not constitute
or give rise to a Change of Control. 
 “Change of Control Offer”: as
defined in Subsection 8.8(a). 
 “Claim”: as defined in Subsection 11.6(h)(iv). 

“Closing Date”: the date on which all the conditions precedent set forth in Subsection 6.1 shall be satisfied or
waived. 

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

“Collateral”: all assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created
by any Security Document. 
 “Collateral Agent”: as defined in the Preamble hereto, and shall include any successor to the
Collateral Agent appointed pursuant to Subsection 10.9. 
 “Collateral Representative”: (i) in respect
of the ABL/Term Loan Intercreditor Agreement, the ABL Collateral Representative (as defined therein) and the Term Loan Collateral Representative (as defined therein), (ii) if any Junior Lien Intercreditor Agreement is then in effect, the
Senior Priority Representative (as defined therein) and (iii) if any Other Intercreditor Agreement is then in effect, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable
purpose contemplated by this Agreement and the Guarantee and Collateral Agreement. 
 “Commitment”: as to any Lender, such
Lender’s Initial Term Loan Commitments and Incremental Commitments, as the context requires. 
 “Commitment Letter”:
the Commitment Letter (including the annexes and exhibits thereto) dated as of October 26, 2013, as amended by the letter agreement dated as of November 15, 2013, among UBS Securities LLC, UBS Loan Finance LLC, ING Capital LLC, HSBC
Securities (USA) Inc., HSBC Bank USA, National Association, Natixis, New York Branch, Sumitomo Mitsui Banking Corporation and Merger Sub 2. 

“Committed Lenders”: UBS AG, Stamford Branch, ING Capital LLC, HSBC Bank USA, National Association, Natixis, New York Branch
and Sumitomo Mitsui Banking Corporation. 
 “Commodities Agreement”: in respect of a Person, any commodity futures
contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary. 

“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under “common control” with the
Parent Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Parent Borrower and which 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 Sections 414(m) and (o) of the Code. 

“Compliance Certificate”: as defined in Subsection 7.2(a). 

“Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Loans
otherwise required to be made by such Lender and designated by such Lender in a written instrument delivered to the Administrative Agent (a copy of which shall be provided by the Administrative Agent to the Borrower Representative on request);
provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations under this Agreement, including its obligation to fund a Term Loan if, for any reason, its Conduit Lender fails
to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and
provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to any provision of this Agreement, including Subsection 4.10, 4.11, 4.12 or 11.5, than the
designating Lender would have been entitled to receive in respect of the 

  
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extensions of credit made by such Conduit Lender if such designating Lender had not designated such Conduit Lender hereunder, (b) be deemed to have any Initial Term Loan Commitment or
(c) be designated if such designation would otherwise increase the costs of any Facility to either Borrower. 

“Consolidated Coverage Ratio”: as of any date of determination, the ratio of (i) the aggregate amount of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the
OpCoParent Borrower are available to (ii) Consolidated Interest Expense for such four fiscal quarters (in each of the foregoing clauses (i) and
(ii), determined for any fiscal quarter (or portion thereof) ending prior to the Closing Date, on a pro forma basis to give effect to the JDL Acquisition as if it had occurred at the beginning of such four-quarter period); provided
that 
 (1) if, since the beginning of such period, the
OpCoParent Borrower or any Restricted Subsidiary has Incurred any Indebtedness or the
OpCoParent Borrower has issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness or issuance of Designated Preferred Stock of the OpCoParent Borrower, Consolidated EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had been Incurred or issued, as
applicable, on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average
daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance
of such Indebtedness during the period from the date of creation of such facility to the date of such calculation), 
 (2)
if, since the beginning of such period, the OpCoParent Borrower or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or
discharged any Indebtedness, or any Designated Preferred Stock of the OpCoParent Borrower, that is no longer outstanding on such date of determination (each, a
“Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless
such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a Discharge of Designated Preferred Stock of the OpCoParent Borrower,
Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness or Designated Preferred Stock, including with the proceeds of such new
Indebtedness or such new Designated Preferred Stock of the OpCoParent Borrower, as if such Discharge had occurred on the first day of such period, 

(3) if, since the beginning of such period, the
OpCoParent Borrower or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a
business, including any such disposition occurring in connection with a transaction causing a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted
Subsidiary (any such disposition 

  
 12 








 
or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that
are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to
(A) the Consolidated Interest Expense attributable to any Indebtedness of the OpCoParent Borrower or any Restricted Subsidiary repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged with respect to the OpCoParent Borrower and its continuing Restricted Subsidiaries in connection with such Sale for
such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is sold or any Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the OpCoParent Borrower and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale, 
 (4) if, since the beginning
of such period, the OpCoParent Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby
becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a
calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and 

(5) if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or
into the OpCoParent Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or
Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the OpCoParent Borrower or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period; 

provided that (in the event that the Borrower Representative shall classify Indebtedness Incurred on the date of determination as Incurred in part
under Subsection 8.1(a) and in part under Subsection 8.1(b), as provided in Subsection 8.1(c)(iii)) any such pro forma calculation of Consolidated Interest Expense shall not give effect to any such Incurrence of
Indebtedness on the date of determination pursuant to Subsection 8.1(b) (other than, if the Borrower Representative at its option has elected to disregard Indebtedness being Incurred on
the date of determination in part under Subsection 8.1(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection 8.1(b)(x),
Subsection 8.1(b)(x)) or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Subsection 8.1(b) (other than Subsection 8.1(b)(x), if the
Incurrence of Indebtedness under Subsection 8.1(b)(x) is being given effect to in the calculation of the Consolidated Coverage Ratio). 

  
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 For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase
or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or
discharged in connection therewith, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the
Chief Financial Officer or a Responsible Officer of the Borrower Representative; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the Borrower
Representative to be taken no later than 18 months after the date of determination. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the
OpCoParent Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate,
and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the OpCoParent
Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily
balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower
Representative to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated
EBITDA”: for any period, the Consolidated Net Income for such period, plus, in each case without duplication, (x) the following to the extent deducted in calculating such Consolidated Net Income: (i) provision
for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated Interest Expense, all items excluded from the definition of Consolidated Interest
Expense pursuant to clause (iii) thereof (other than Special Purpose Financing Expense), any Special Purpose Financing Fees, and to the extent not reflected in Consolidated Interest Expense, costs of surety bonds in connection with financing
activities, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs), (v) any non-cash charges or non-cash
losses, (vi) any expenses or charges related to any equity offering, Investment or Indebtedness permitted by this Agreement (whether or not consummated or incurred, and including any offering or sale of Capital Stock to the extent the
proceeds thereof were intended to be contributed to the equity capital of the OpCoParent Borrower or its Restricted Subsidiaries), (vii) the amount of any loss
attributable to non-controlling interests, (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Hedging Obligations or other derivative instruments, (ix) any
management, monitoring, consulting and advisory fees and related expenses paid to any of CD&R, Deere and their respective Affiliates, (x) interest and investment income, (xi) the amount of loss on any Financing
Disposition, and (xii) any costs or 

  
 14 








 
expenses pursuant to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program or arrangement, or any equity subscription or
equityholder agreement, to the extent funded with cash proceeds contributed to the capital of the OpCoParent Borrower or an issuance of Capital Stock of the
OpCoParent Borrower (other than Disqualified Stock) and excluded from the calculation set forth in Subsection 8.2(a)(3), plus (y) the amount of
net cost savings projected by the Borrower Representative in good faith to be realized as the result of actions taken or to be taken on or prior to the date that is 18 months after the Closing Date, or 18 months after the consummation of any
operational change, respectively (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions (which adjustments
may be incremental to pro forma adjustments made pursuant to the proviso to the definition of “Consolidated Coverage Ratio,” “Consolidated Secured Leverage Ratio” or “Consolidated Total Leverage Ratio”);
provided that the aggregate amount of such net cost savings included in Consolidated EBITDA pursuant to this clause (y) for any four-quarter period shall not exceed 20.0% of Consolidated EBITDA (calculated after giving
operation to this clause (y)).. 
 “Consolidated Interest
Expense”: for any period, (i) the total interest expense of the OpCoParent Borrower and its Restricted Subsidiaries to the extent deducted in
calculating Consolidated Net Income, net of any interest income of the OpCoParent Borrower and its Restricted Subsidiaries, including any such interest expense consisting
of (A) interest expense attributable to Capitalized Lease Obligations, (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person that has been Guaranteed by the
OpCoParent Borrower or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the
OpCoParent Borrower or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation, and
(F) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of
the OpCoParent Borrower held by Persons other than the OpCoParent Borrower or a Restricted
Subsidiary or in respect of Designated Preferred Stock of the OpCoParent Borrower pursuant to Subsection 8.2(b)(xi)(A), minus (iii) to the extent
otherwise included in such interest expense referred to in clause (i) above, Special Purpose Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness in
conjunction with recapitalization or purchase accounting, and any “additional interest” in respect of registration rights arrangements for any securities, amortization or write-off of financing costs, in each case under clauses
(i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect to any net payments made or received by the
OpCoParent Borrower and its Restricted Subsidiaries with respect to Interest Rate Agreements. 

“Consolidated Net Income”: for any period, the net income (loss) of the
OpCoParent Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends; provided that, without duplication, there shall not be included in such Consolidated Net Income: 

(i) any net income (loss) of any Person if such Person is not the
OpCoParent Borrower or a Restricted Subsidiary, except that (A) the OpCoParent
Borrower’s or any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually distributed by such Person during such period to the
OpCoParent Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a 

  
 15 








 
dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below), to the extent not already included therein, and (B) the
OpCoParent Borrower’s or any Restricted Subsidiary’s equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the
OpCoParent Borrower or any of its Restricted Subsidiaries in such Person, 

(ii) solely for purposes of determining the amount available for Restricted Payments under Subsection 8.2(a)(3)(A) and
Excess Cash Flow, any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar
distributions by such Restricted Subsidiary, directly or indirectly, to the OpCoParent Borrower by operation of the terms of such Restricted Subsidiary’s charter or
any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released,
(y) restrictions pursuant to this Agreement or the other Loan Documents, and (z) restrictions in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted
Subsidiary that taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date as determined by the Borrower Representative in good faith), except that (A) the
OpCoParent Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate
amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to the OpCoParent Borrower or another
Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii)) and (B) the net loss of such Restricted Subsidiary shall be included
to the extent of the aggregate Investment of the OpCoParent Borrower or any of its other Restricted Subsidiaries in such Restricted Subsidiary, 

(iii) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the
OpCoParent Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary
course of business (as determined by the Borrower Representative in good faith by the Board of Directors) and (y) any gain or loss realized upon the disposal,
abandonment or discontinuation of operations of the OpCoParent Borrower or any Restricted Subsidiary, and any income (loss) from disposed, abandoned or discontinued
operations (but if such operations are classified as discontinued because they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of), including in each case any closure of
any branch, 
 (iv) any extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges
associated with the Transactions and any acquisition, merger, consolidation or amalgamation after the date hereof or any accounting change), 

(v) the cumulative effect of a change in accounting principles, 

  
 16 








 (vi) all deferred financing costs written off and premiums paid in connection
with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments, 
 (vii) any unrealized
gains or losses in respect of Hedge Agreements, 
 (viii) any unrealized foreign currency translation gains or losses,
including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, 

(ix) any non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or
other equity based awards, 
 (x) to the extent otherwise included in Consolidated Net Income, any unrealized foreign
currency translation gains or losses, including in respect of Indebtedness or other obligations of the OpCoParent Borrower or any Restricted Subsidiary owing to the
OpCoParent Borrower or any Restricted Subsidiary, 

(xi) any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of
accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash
charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP, 

(xii) expenses related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash
compensation related expenses, and 
 (xiii) to the extent covered by insurance and actually reimbursed (or the Borrower
Representative has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date
of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect to liability or casualty events or business
interruption; 
 provided, further, that (1) the exclusion of any item pursuant to the foregoing clauses (i) through
(xiii) shall also exclude the tax impact of any such item, if applicable, and (2) for purposes of determining Consolidated Net Income, taxes shall be determined as if the
OpCoParent Borrower were treated as a corporation for U.S. federal, state and local income tax purposes. 

In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (iv) above in
any determination thereof, the Borrower Representative will deliver a certificate of a Responsible Officer to the Administrative Agent promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of
such unusual or nonrecurring gain, loss or charge. Notwithstanding the foregoing, for the purpose of Subsection 8.2(a)(3)(A) only, there shall be excluded from 

  
 17 








 
Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the
OpCoParent Borrower or a Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments
consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Borrower Representative
to increase the amount of Restricted Payments permitted under Subsection 8.2(a)(3)(C) or (D). 
 In addition,
Consolidated Net Income for any period ending on or prior to December 31, 2013 shall be determined based upon the net income (loss) reflected in the Special Purpose Financial Statements and the OpCo October/December 2013 Financial Statements
for such period and, with respect to any period ending on or prior to the Closing Date, with pro forma effect being given to the JDL Acquisition, and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed
to be a Restricted Subsidiary and the Transactions shall not constitute a sale or disposition under clause (iii) above, for purposes of such determination. 

“Consolidated Secured Indebtedness”: as of any date of determination, (i) an amount equal to the Consolidated
Total Indebtedness (without regard to clause (ii) of the definition thereof) as of such date that in each case is then secured by Liens on property or assets of the
OpCoParent Borrower and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness
secured thereby), minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Subsection 8.1(b)(ix) and (B) Unrestricted Cash of
the OpCoParent Borrower and its Restricted Subsidiaries. 

“Consolidated Secured Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Secured
Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending
prior to the date of such determination for which consolidated financial statements of the OpCoParent Borrower are available (determined, for any fiscal quarter (or
portion thereof) ending prior to the Closing Date, on a pro forma basis to give effect to the JDL Acquisition as if it had occurred at the beginning of such four-quarter period), provided that: 

(1) if, since the beginning of such period, the
OpCoParent Borrower or any Restricted Subsidiary shall have made a Sale, (including any Sale
occurring in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the
subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; 

(2) if, since the beginning of such period, the
OpCoParent Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a
transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and 

(3) if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or
into the OpCoParent Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
an adjustment pursuant to clause (1) or (2) above if made by the OpCoParent Borrower or a Restricted Subsidiary since the


  
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beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period; 

provided that, in the event that the Borrower Representative shall classify Indebtedness Incurred on the date of determination as secured in part
pursuant to clause (k)(1) of the “Permitted Liens” definition in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II) and clause (ii) of the definition of Maximum Incremental Facilities Amount and in part
pursuant to one or more other clauses of the definition of “Permitted Liens” (other than clause (s)), as provided
in clause (yx) of the final paragraph of such definition, any calculation of the Consolidated Secured Leverage Ratio, including in the definition of “Maximum
Incremental Facilities Amount”, shall not include any such Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause of such
definition. and (y) in the event that the Borrower Representative shall classify Indebtedness Incurred on the date of determination as secured in part pursuant to
clause (s) of the “Permitted Liens” definition and in part pursuant to one or more other clause of the definition of “Permitted Liens” (other than clause (k)(1) in respect of Indebtedness Incurred pursuant to Subsection
8.1(b)(i)(II) and clause (ii) of the definition of “Maximum Incremental Facilities Amount”), as provided in clause (y) of the final paragraph of such definition, any calculation of the Consolidated Secured Leverage Ratio shall
not include any such Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause of such definition. 

For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income
or earnings relating thereto, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief
Financial Officer or another Responsible Officer of the Borrower Representative; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the
OpCoParent Borrower to be taken no later than 18 months after the date of determination. 

“Consolidated Total Assets”: as of any date of determination, the total assets, in each case reflected on the consolidated
balance sheet of the OpCoParent Borrower as at the end of the most recently ended fiscal quarter of the
OpCoParent Borrower for which a balance sheet is available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to
any Incurrence of Indebtedness or Liens or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith). 

“Consolidated Total Indebtedness”: as of any date of determination, an amount equal to (i) the aggregate
principal amount of outstanding Indebtedness of the OpCoParent Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for
borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments;
Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation,


  
 19 








 
and for the avoidance of doubt, excluding Hedging Obligations) minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type
referred to in, or Incurred pursuant to, Subsection 8.1(b)(ix) and (B) Unrestricted Cash of the OpCoParent Borrower and its Restricted Subsidiaries. 

“Consolidated Total Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Total
Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending
prior to the date of such determination for which consolidated financial statements of the OpCoParent Borrower are available (determined, for any fiscal quarter (or
portion thereof) ending prior to the Closing Date, on a pro forma basis to give effect to the JDL Acquisition as if it had occurred at the beginning of such four-quarter period), provided that: 

(1) if, since the beginning of such period, the
OpCoParent Borrower or any Restricted Subsidiary shall have made a Sale, (including any Sale
occurring in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the
subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; 

(2) if, since the beginning of such period, the
OpCoParent Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a
transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and 

(3) if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or
into the OpCoParent Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
an adjustment pursuant to clause (1) or (2) above if made by the OpCoParent Borrower or a Restricted Subsidiary since the beginning of such period, Consolidated
EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period; 

provided that, for purposes of the foregoing calculation, in the event that the Borrower Representative shall classify Indebtedness Incurred on the
date of determination as Incurred in part pursuant to Subsection 8.1(b)(x) (other than by reason of subclause (2) of the proviso to such clause (x)) and in part pursuant to one or more other clauses of Subsection 8.1(b) and/or
(unless the Borrower Representative at its option has elected to disregard Indebtedness being Incurred on the date of determination in part pursuant to subclause (2) of the proviso to
Subsection 8.1(b)(x) for purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection 8.1(a)) pursuant to Subsection 8.1(a) (as provided in Subsections
8.1(c)(ii) and (iii)), Consolidated Total Indebtedness shall not include any such Indebtedness Incurred pursuant to one or more such other clauses of Subsection 8.1(b) and/or pursuant to Subsection 8.1(a), and shall not give
effect 

  
 20 








 
to any Discharge of any Indebtedness from the proceeds thereofof any such Indebtedness being disregarded for purposes of
the calculation of the Consolidated Total Leverage Ratio that otherwise would be included in Consolidated Total Indebtedness. 
 For
purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including in respect of
anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the Borrower Representative; provided that
with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the Borrower Representative to be taken no later than 18 months after the date of determination. 

“Consolidated Working Capital”: at any date, the excess of (a) the sum of all amounts (other than cash, Cash
Equivalents and Temporary Cash Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the
OpCoParent Borrower at such date excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity
with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the OpCoParent Borrower on such
date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent otherwise included therein, (iii) the
current portion of interest and (iv) the current portion of current and deferred income taxes. 

“Consolidation”: the consolidation of the accounts of each of the Restricted Subsidiaries with those of the
OpCoParent Borrower in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary,
but the interest of the OpCoParent Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term
“Consolidated” has a correlative meaning. 
 “Contract Consideration”: as defined in the definition of
“Excess Cash Flow”. 
 “Contractual Obligation”: as to any Person, any provision of any material security issued
by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Contribution Amounts”: the aggregate amount of capital contributions applied by the Borrower Representative to permit the
Incurrence of Contribution Indebtedness pursuant to Subsection 8.1(b)(xi). 
 “Contribution Indebtedness”:
Indebtedness of the Parent Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified
Stock or contributions by the Parent Borrower or any Restricted Subsidiary) made to the capital of the Parent Borrower or such Restricted Subsidiary after the Closing Date (whether through the issuance or sale of Capital Stock or otherwise);
provided that such 

  
 21 








 
Contribution Indebtedness (a) is Incurred within 180 days after the receipt of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant
to a certificate of a Responsible Officer of the Borrower Representative on the date of Incurrence thereof. 
 “Currency
Agreement”: in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.

 “D&T Letter”: a non-reliance and access letter in form and substance reasonably
satisfactory to Deloitte & Touche LLP. 
 “Debt Financing”: the debt financing transactions contemplated
under (a) the Loan Documents and (b) the ABL Facility Documents, in each case including any Interest Rate Agreements related thereto. 

“Declined Amount”: as defined in Subsection 4.4(h). 

“Deere”: Deere & Company, a Delaware corporation, and any successor in interest thereto. 

“Deere Consulting Agreement”: the Consulting Agreement dated as of the date
hereofDecember 23, 2013, by and among Parent, Midco, Holdings, JDASOH,
JDLSOLS and Deere, pursuant to which Deere may provide management, consulting and advisory services, as the same may be amended, supplemented, waived or otherwise modified
from time to time so long as such amendment, supplement, waiver or modification complies with this Agreement (including Subsection 8.5). 

“Deere Financial”: John Deere Financial, f.s.b., and any successor in interest thereto. 

“Deere Group”: Deere and its Affiliates, other than
JDASOH, JDLSOLS and the Subsidiaries of
JDLSOLS. 
 “Deere Indemnification Agreement”:
the Indemnification Agreement dated as of the date hereofDecember 23, 2013, by and among Parent, Midco, Holdings,
JDASOH, JDLSOLS and Deere, as amended, supplemented, waived or otherwise modified from time to
time. 
 “Deere Revolving Plan”: the John Deere Financial Turf and Utility Equipment Revolving Plan Dealer Agreement,
entered into as of June 7, 2001 and as amended, supplemented or otherwise modified through the date hereof, among JDLSOLS, LESCO and Deere Financial, as amended,
supplemented, waived or otherwise modified from time to time. 
 “Default”: any of the events specified in Subsection
9.1, whether or not any requirement for the giving of notice (other than, in the case of Subsection 9.1(e), a Default Notice), the lapse of time, or both, or any other condition specified in Subsection 9.1, has been satisfied. 

“Default Notice”: as defined in Subsection 9.1(e). 

  
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 “Deposit Account”: any deposit account (as such term is defined in Article 9 of
the UCC). 
 “Designated Noncash Consideration”: the Fair Market Value of noncash consideration received by the Parent
Borrower or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Responsible Officer of the Borrower Representative, setting forth the
basis of such valuation. 
 “Designated Preferred Stock”: Preferred Stock of the Parent Borrower or the OpCo Borrower
(other than Disqualified Stock) or any Parent Entity that is issued after the Closing Date for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to a Certificate of a Responsible Officer of the
Borrower Representative; provided that the cash proceeds of such issuance shall be excluded from the calculation set forth in Subsection 8.2(a)(3). 

“Designation Date”: as defined in Subsection 2.10(f). 

“Discharge”: as defined in clause (2) of the definition of “Consolidated Coverage Ratio”. 

“Discount Prepayment Accepting Lender”: as defined in Subsection 4.4(l)(ii)(2). 

“Discount Range”: as defined in Subsection 4.4(l)(iii)(1). 

“Discount Range Prepayment Amount”: as defined in Subsection 4.4(l)(iii)(1). 

“Discount Range Prepayment Notice”: a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made
pursuant to Subsection 4.4(l) substantially in the form of Exhibit N. 
 “Discount Range Prepayment Offer”:
the irrevocable written offer by a Lender, substantially in the form of Exhibit O, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice. 

“Discount Range Prepayment Response Date”: as defined in Subsection 4.4(l)(iii)(1). 

“Discount Range Proration”: as defined in Subsection 4.4(l)(iii)(3). 

“Discounted Prepayment Determination Date”: as defined in Subsection 4.4(l)(iv)(3). 

“Discounted Prepayment Effective Date”: in the case of a Borrower Offer of Specified Discount Prepayment, Borrower
Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, or otherwise five Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with
Subsection 4.4(l)(ii), Subsection 4.4(l)(iii) or Subsection 4.4(l)(iv), as applicable unless a shorter period is agreed to between the Borrower Representative and the Administrative Agent. 

  
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 “Discounted Term Loan Prepayment”: as defined in Subsection 4.4(l)(i).

 “Disinterested Directors”: with respect to any Affiliate Transaction, one or more members of the Board of Directors of
the OpCo Borrower, or one or more members of the Board of Directors of a Parent Entity, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be
deemed to have such a financial interest by reason of such member’s holding Capital Stock of the OpCo Borrower or any Parent Entity or any options, warrants or other rights in respect of such Capital Stock. 

“Disposition”: as defined in the definition of the term “Asset Disposition” in this Subsection 1.1. 

“Disqualified Lender”: (i) any competitor of the Parent Borrower and its Restricted Subsidiaries that is in the
same or a similar line of business as the Parent Borrower and its Restricted Subsidiaries or any affiliate of such competitor and (ii) any Persons designated in writing by the Borrower Representative or CD&R to the Administrative
Agent on or prior to October 26, 2013 or thereafter with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed). 

“Disqualified Stock”: with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by
the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms
as a “change of control” or an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of
control” or an Asset Disposition or other disposition), in whole or in part, in each case on or prior to the Initial Term Loan Maturity Date; provided that Capital Stock issued to any employee benefit plan, or by any such plan to any
employees of the Parent Borrower or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations. 

“Dollars” and “$”: dollars in lawful currency of the United States of America. 

“Domestic Borrowing Base”: the sum of (1) 85.0% of the book value of Inventory of the
OpCoParent Borrower and its Domestic Subsidiaries, (2) 85.0% of the book value of Receivables of the
OpCoParent Borrower and its Domestic Subsidiaries, and (3) cash, Cash Equivalents and Temporary Cash Investments of the
OpCoParent Borrower and its Domestic Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the
OpCoParent Borrower for which internal consolidated financial statements of the OpCoParent
Borrower are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on 

  
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a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type
described above being acquired in connection therewith). 
 “Domestic Subsidiary”: any Restricted Subsidiary of the Parent
Borrower other than a Foreign Subsidiary. 
 “ECF Payment Date”: as defined in Subsection 4.4(e)(iii). 

“ECF Payment Amount”: as defined in Subsection 4.4(e)(iii)(A). 

“Engagement Letter”: the Engagement Letter, dated as of April 19, 2016,
among, inter alios, the Borrowers and UBS Securities LLC. 
 “Environmental Costs”: any and all costs or
expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or
nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing,
without regard to whether they arise out of or are related to any past, pending or threatened proceeding of any kind. 

“Environmental Laws”: any and all U.S. or foreign, federal, state, provincial, territorial, local or municipal laws, rules,
orders, enforceable guidelines and orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly promulgated and having the force and effect of law or other Requirements of Law
(including common law) regulating, relating to or imposing liability or standards of conduct concerning the management, discharge, release, registration or emissions of Materials of Environmental Concern or protection of human health (as it relates
to exposure to Materials of Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect. 

“Environmental Permits”: any and all permits, licenses, registrations, notifications, exemptions and any other authorization
required under any Environmental Law. 
 “Equity Contribution”: the direct or indirect (including
through one or more holding companies) purchase (the “Parent Equity Investment”) by one or more of the CD&R Investors and/or any other investors arranged by CD&R (collectively, the
“Investors”) of all of the cumulative convertible participating preferred stock of Parent designated the Cumulative Convertible Participating Preferred Stock for the amount required to consummate the Parent Equity
Investment in an aggregate amount equal to no less than $174,000,000 (as such amount may be reduced in accordance with Subsection 6.1(b)), which will result in the Investors owning, directly or indirectly, not less than 51%
of the voting interests of Parent (or a direct or indirect parent company). 
 “ERISA”: the Employee Retirement
Income Security Act of 1974, as amended from time to time. 
 “ERISA Reorganization”: with respect to any Multiemployer
Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA. 
 “Eurodollar
Loans”: Loans the rate of interest applicable to which is based upon the Adjusted LIBOR Rate. 

  
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 “Event of Default”: any of the events specified in Subsection 9.1,
provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. 

“Excess Cash Flow”: for any period, an amount equal to the excess of: 

(a) the sum, without duplication, of 

(i) Consolidated Net Income for such period, 

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in calculating such Consolidated Net Income
and cash receipts to the extent excluded in calculating such Consolidated Net Income (except to the extent such cash receipts are attributable to revenue or other items that would be included in calculating Consolidated Net Income for any prior
period), 
 (iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising
(x) from any acquisition or disposition of (a) any business unit, division, line of business or Person or (b) any assets other than in the ordinary course of business (each, an “ECF Acquisition”
or “ECF Disposition”, respectively) by the OpCoParent Borrower and the Restricted Subsidiaries completed during such period, (y) from the
application of purchase accounting or (z) as a result of the reclassification of any item from short-term to long-term or vice versa), 

(iv) an amount equal to the aggregate net non-cash loss on Asset Dispositions (or any Disposition specifically excluded from
the definition of the term “Asset Disposition”) by the OpCoParent Borrower and the Restricted Subsidiaries during such period (other than in the ordinary course
of business) to the extent deducted in calculating such Consolidated Net Income, 
 (v) cash receipts in respect of Hedge
Agreements during such period to the extent not otherwise included in calculating such Consolidated Net Income, and 
 (vi)
any extraordinary, unusual or nonrecurring cash gain, 
 over (b) the sum, without duplication, of 

(i) an amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges
to the extent not deducted in calculating such Consolidated Net Income, 
 (ii) without duplication of amounts deducted
pursuant to clause (xi) below in prior years, the amount of Capital Expenditures either made in cash or accrued during such period (provided that, whether any such Capital Expenditures shall be deducted for the period in which cash
payments for such Capital Expenditures have been paid or the period in which such Capital Expenditures 

  
 26 








 
have been accrued shall be at the Borrower Representative’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been
deducted give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent period), except to the extent that such Capital Expenditures were financed with the proceeds of long-term Indebtedness of
the OpCoParent Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid), 

(iii) the aggregate amount of all principal payments, purchases or other retirements of Indebtedness of the
OpCoParent Borrower and the Restricted Subsidiaries, except to the extent financed with the proceeds of long-term Indebtedness of the
OpCoParent Borrower or the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Lease Obligations,
(B) the amount of any repayment of Term Loans pursuant to Subsection 2.2(b), (C) the amount of a mandatory prepayment of Term Loans pursuant to Subsection
4.4(e)(i) and any mandatory prepayment, repayment or redemption of Pari Passu Indebtedness pursuant to requirements under the agreements governing such Pari Passu Indebtedness similar to the requirements set forth in Subsection 4.4(e)(i),
to the extent required due to an Asset Disposition (or any disposition specifically excluded from the definition of the term “Asset Disposition”) that resulted in an increase to
Consolidated Net Income and not in excess of the amount of such increase (except to the extent financed with the proceeds of long-term Indebtedness of the parent Borrower or the Restricted
Subsidiaries), but excluding all other payments of Loans made during such period, and (D) the amount of repayment of Term Loans under Subsections 4.4(a) and 4.4(l)), but excluding such payments, purchases or other
retirements to the extent such payments, purchases or other retirements reduce the ECF Payment Amount pursuant to Subsection 4.4(e)(iii)), 

(iv) an amount equal to the aggregate net non-cash gain on Asset Dispositions (or any Disposition specifically excluded from
the definition of the term “Asset Disposition”) by the OpCoParent Borrower and the Restricted Subsidiaries during such period (other than in the ordinary course
of business) to the extent included in calculating such Consolidated Net Income, 
 (v) increases in Consolidated Working
Capital for such period (other than any such increases arising (x) from any ECF Acquisition or ECF Disposition by the OpCoParent Borrower and the Restricted
Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification from short-term to long-term or vice versa); 

(vi) payments by the OpCoParent Borrower and the
Restricted Subsidiaries during such period in respect of long-term liabilities of the OpCoParent Borrower and the Restricted Subsidiaries other than Indebtedness, to the
extent not already deducted in calculating Consolidated Net Income, 

  
 27 








 (vii) without duplication of amounts deducted pursuant to clause (xi) below
in prior fiscal years, the aggregate amount of cash consideration paid by the OpCoParent Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection
with Investments (including acquisitions) made during such period constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by
and among the OpCoParent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 to the extent that such Investments were financed with
internally generated cash flow of the OpCoParent Borrower and the Restricted Subsidiaries, 

(viii) the amount of Restricted Payments (other than Investments) made in cash during such period (on a consolidated basis) by
the OpCoParent Borrower and the Restricted Subsidiaries pursuant to Subsection 8.2(b) (other than Subsection 8.2(b)(vi)), to the extent such Restricted
Payments were financed with internally generated cash flow of the OpCoParent Borrower and the Restricted Subsidiaries, 

(ix) the aggregate amount of expenditures actually made by the
OpCoParent Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such
expenditures are not expensed during such period and are not deducted in calculating Consolidated Net Income, 
 (x) the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the OpCoParent Borrower and the Restricted Subsidiaries during such period that are
made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income, 

(xi) at the Borrower Representative’s election, without duplication of amounts deducted from Excess Cash Flow in prior
periods, the aggregate consideration required to be paid in cash by the OpCoParent Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the
“Contract Consideration”) entered into prior to or during such period relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the
definition thereof and intercompany Investments by and among the OpCoParent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital
Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the OpCoParent Borrower following the end of such period; provided
that to the extent the aggregate amount of internally generated cash actually utilized to finance such Investments and Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of
such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, 

  
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 (xii) the amount of taxes (including penalties and interest) paid in cash or tax
reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in calculating such Consolidated Net Income for such period, 

(xiii) cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating such
Consolidated Net Income, and 
 (xiv) any extraordinary, unusual or nonrecurring cash loss or charge (including fees,
expenses and charges associated with the Transactions and any acquisition, merger, consolidation or amalgamation after the Closing Date). 

“Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time. 

“Excluded Assets”: as defined in the Guarantee and Collateral Agreement. 

“Excluded Contribution”: Net Cash Proceeds, or the Fair Market Value of property or assets, received by the Parent Borrower
as capital contributions to the Parent Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than Disqualified Stock) of the Parent Borrower, in each case to the extent
designated as an Excluded Contribution pursuant to a certificate of a Responsible Officer of the Borrower Representative and not previously included in the calculation set forth in Subsection 8.2(a)(3)(B)(x) for purposes of determining
whether a Restricted Payment may be made. 
 “Excluded Information”: as defined in Subsection 4.4(l)(i). 

“Excluded Subsidiary”: at any date of determination, any Subsidiary of the Parent Borrower: 

(a) that is an Immaterial Subsidiary; 

(b) that is prohibited by Requirement of Law or Contractual Obligations existing on the Closing Date (or, in the case of any
newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing, or granting Liens to secure, the Term Loan Facility Obligations or if Guaranteeing, or granting Liens to secure, the
Term Loan Facility Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received; 

(c) with respect to which the Borrower Representative and the Administrative Agent reasonably agree that the burden or cost or
other consequences of providing a guarantee of the Term Loan Facility Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom; 

  
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 (d) with respect to which the provision of such guarantee of the Term Loan
Facility Obligations would result in material adverse tax consequences to the Parent Borrower or any of its Subsidiaries (as reasonably determined by the Borrower Representative and notified in writing to the Administrative Agent); 

(e) that is a Subsidiary of a Foreign Subsidiary; 

(f) that is a joint venture or Non-Wholly Owned Subsidiary; 

(g) that is an Unrestricted Subsidiary; 

(h) that is a Captive Insurance Subsidiary; 

(i) that is a Special Purpose Entity; or 

(j) that is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity, or (y) merging
with the Parent Borrower or the OpCo Borrowerany Parent Entity in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity
becomes a Parent Entity or is merged with the Parent Borrower or the OpCo Borrower or any Parent Entity within 60 days of the formation thereof, or otherwise creating or forming a Parent
Entity; or 

(k) that is a not for profit Subsidiary; 

provided that, notwithstanding the foregoing, any Subsidiary that Guarantees the payment of the Senior ABL Facility Agreement shall not be an Excluded
Subsidiary. 
 Subject to the proviso in the preceding sentence, any Subsidiary that fails to meet the foregoing requirements as of the last
day of the period of the most recent four consecutive fiscal quarters for which consolidated financial statements of the OpCoParent Borrower are available shall continue to
be deemed an Excluded Subsidiary hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1 with respect to such period. If
reasonably requested by the Administrative Agent, the Borrower Representative shall provide to the Administrative Agent a list of all Excluded Subsidiaries at the time
ofpromptly following such request. 
 “Excluded
Taxes”: (a) any Taxes measured by or imposed upon the net income of any Agent or Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise Taxes, branch Taxes, Taxes on doing business or
Taxes measured by or imposed upon the overall capital or net worth of any such Agent or Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed: (i) by the jurisdiction under the laws of which
such Agent or Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or
(ii) by reason of any connection between the jurisdiction imposing such Tax and such Agent or Lender, applicable lending office, branch or affiliate other than a connection arising solely from such Agent or Lender having executed,
delivered or performed its obligations under, or received payment under or enforced, this Agreement or any Notes, and (b) any Tax imposed by FATCA. 

  
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 “Exempt Sale and Leaseback Transaction”: any Sale and Leaseback Transaction
(a) in which the sale or transfer of property occurs within 180 days of the acquisition of such property by the Parent Borrower or any of its Subsidiaries or (b) that involves property with a book value of
$7,500,00010,000,000 or less and is not part of a series of related Sale and Leaseback Transactions involving property with an aggregate value in excess of such amount and
entered into with a single Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Parent Borrower or any of its Subsidiaries of
real or personal property that has been or is to be sold or transferred by the Parent Borrower or any such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property
or rental obligations of the Parent Borrower or such Subsidiary. 
 “Existing Capitalized Lease Obligations”: Capitalized
Lease Obligations of the Parent Borrower and its Restricted Subsidiaries existing on the Closing Date or permitted to be incurred under the Investment Agreement and disclosed on Schedule 1.1(d). 

“Existing Term Loans”: as defined in Subsection 2.10(a). 

“Existing Term Tranche”: as defined in Subsection 2.10(a). 

“Extended Term Loans”: as defined in Subsection 2.10(a). 

“Extended Term Tranche”: as defined in Subsection 2.10(a). 

“Extending Lender”: as defined in Subsection 2.10(b). 

“Extension”: as defined in Subsection 2.10(b). 

“Extension Amendment”: as defined in Subsection 2.10(c). 

“Extension Date”: as defined in Subsection 2.10(d). 

“Extension Election”: as defined in Subsection 2.10(b). 

“Extension of Credit”: as to any Lender, the making of an Initial Term Loan (excluding any Supplemental Term Loans being made
under the Initial Term Loan Tranche) or an Incremental Revolving Loan (other than the initial extension of credit thereunder). 

“Extension Request”: as defined in Subsection 2.10(a). 

“Extension Request Deadline”: as defined in Subsection 2.10(b). 

“Extension Series”: all Extended Term Loans that are established pursuant to the same Extension Amendment (or any subsequent
Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be part of any previously established Extension Series) and that provide for the same interest margins
and amortization schedule. 

  
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 “Facility”: each of (a) the Initial Term Loan Facility,
(b) Incremental Term Loans of the same Tranche, (c) any Extended Term Loans of the same Extension Series, (d) any Specified Refinancing Term Loans of the same Tranche and (e) any other committed facility
hereunder and the Extensions of Credit made thereunder, and collectively the “Facilities”. 
 “Fair Market
Value”: with respect to any asset or property, the fair market value of such asset or property as determined in good faith by senior management of the Borrower Representative or the Board of Directors, whose determination shall be
conclusive. 
 “FATCA”: Sections 1471 through 1474 of the Code as in effect on the Closing Date (and any amended or
successor provisions that are substantially comparable), any regulations or other administrative authority promulgated thereunder, and any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any amended or successor
provisions that are substantially comparable) and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 

“Federal District Court”: as defined in Subsection 11.13(a). 

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System of the United States 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 of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. 

“Fee Letter”: the Fee Letter, dated as of October 26, 2013, as amended by the letter agreement dated as of
November 15, 2013, among UBS Securities LLC, UBS Loan Finance LLC, ING Capital LLC, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, Natixis, New York Branch, Sumitomo Mitsui Banking Corporation and Merger Sub 2. 

“Financing Disposition”: any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on,
property or assets by the Parent Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or
obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets. 

“FIRREA”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time. 

“First Amendment”: that certain First Amendment to this Agreement dated as of June 13, 2014 and effective as of the
First Amendment Effective Date among the Borrowers, the Administrative Agent and the Lenders party thereto.  
 “First
Amendment Effective Date”: April 23, 2014. 
 “First Lien Obligations”: (i) the Term Loan
Facility Obligations and (ii) the Additional Obligations, Permitted Debt Exchange Notes, Rollover Indebtedness and Refinancing Indebtedness in respect of the Indebtedness described in this clause (ii) (other than any such Additional
Obligations, Permitted Debt Exchange Notes, Rollover Indebtedness and Refinancing Indebtedness that are unsecured or secured by a Lien ranking junior to the Lien securing the Term Loan Facility Obligations) secured by a first priority security
interest in the Term Loan Priority Collateral and a second priority security interest in the ABL Priority Collateral, collectively. 

  
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 “first priority”: with
respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject (subject to Liens
permitted hereunder (including Permitted Liens) applicable to such Collateral which have priority over the respective Liens on such Collateral created pursuant to the relevant Security
Document (or, in the case of Collateral constituting Pledged Stock (as defined in the Guarantee and Collateral Agreement), Permitted Liens of the type described in clauses (a), (k)(4) (other
than subclause (z)), (l), (m), (n), (p)(1), (s) and, solely with respect to Permitted Liens described in the foregoing clauses, (o) of the definition thereof)). For purposes
of this definition, a Lien purported to be created in any Collateral pursuant to any Security Document will be construed as the “most senior Lien” to which such Collateral is subject, notwithstanding the existence of a Permitted Lien on
the Collateral that is pari passu with the Lien on such Collateral, so long as such Permitted Lien is subject to the terms of the ABL/Term Loan Intercreditor Agreement or an Other Intercreditor Agreement. 

“Fiscal Year”: (a) for periods ending on or prior to the Closing Date, the annual accounting period of the OpCo
Borrower ending on October 31 of any calendar year, calculated in accordance with the fiscal calendar of the OpCo Borrower, and (b) for periods ending after the Closing Date, but on or prior to the Second Amendment Effective Date, the
annual accounting period of the OpCo Borrower ending on the Sunday closest to October 31 of any calendar year and (c) for any period ending after the Second Amendment Effective Date, the annual accounting period for the Parent
Borrower ending on December 31 of any calendar year or any other date of any calendar year designated by the Borrower Representative in accordance with Subsection 7.12, in each case calculated in accordance with the fiscal calendar of the
OpCoParent Borrower. 
 “Fixed GAAP Date”: the
Closing Date, provided that at any time after the Closing Date, the Borrower Representative may by written notice to the Administrative Agent elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice,
the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice. 
 “Fixed GAAP
Terms”: (a) the definitions of the terms “Capital Expenditures”, “Capitalized Lease Obligation”, “Consolidated Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Interest
Expense”, “Consolidated Net Income”, “Consolidated Secured Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated Total Assets”, “Consolidated Total Indebtedness”,
“Consolidated Total Leverage Ratio”, “Consolidated Working Capital”, “Consolidation”, “Domestic Borrowing Base”, “Excess Cash Flow”, “Foreign Borrowing Base”, “Inventory” or
“Receivables”, (b) all defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any
other term or provision of this Agreement or the Loan Documents that, at the Borrower Representative’s election, may be specified by the Borrower Representative by written notice to the Administrative Agent from time to time. 

“Foreign Borrowing Base”: the sum of (1) 85% of the book value of Inventory of the
OpCoParent Borrower’s Foreign Subsidiaries, (2) 85% of the book value of Receivables of the
OpCoParent Borrower’s Foreign Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of the
OpCoParent Borrower’s Foreign Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the
OpCoParent Borrower for which internal consolidated financial statements of the OpCoParent
Borrower are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and
(y) any property or assets of a type described above being acquired in connection therewith). 

  
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 “Foreign Pension Plan”: a registered pension plan which is subject to applicable
pension legislation other than ERISA or the Code, which any Borrower or Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions. 

“Foreign Plan”: each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program,
agreement, commitment or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the United States of
America, by the Parent Borrower or any Restricted Subsidiary, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority. 

“Foreign Subsidiary”: any Subsidiary of the Parent Borrower (a) that is organized under the laws of any
jurisdiction outside of the United States of America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary of the Parent Borrower which is organized and existing under the laws of Puerto
Rico or any other territory of the United States of America shall be a Foreign Subsidiary. 
 “Foreign Subsidiary Holdco”:
any Restricted Subsidiary of the Parent Borrower, so long as such Restricted Subsidiary has no material assets other than securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to
such Foreign Subsidiaries (or Subsidiaries thereof) and other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any such securities, indebtedness, intellectual property or Subsidiaries. Any
Subsidiary which is a Foreign Subsidiary Holdco that fails to meet the foregoing requirements as of the last day of the period for which consolidated financial statements of the
OpCoParent Borrower are available shall continue to be deemed a “Foreign Subsidiary Holdco” hereunder until the date that is 60 days following the date on which
such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1 with respect to such period. 

“Funded Debt”: all Indebtedness of the Parent Borrower and the Restricted Subsidiaries for borrowed money that matures more
than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Parent Borrower or any Restricted Subsidiary, to a date more than one year from such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of such debt required to be paid or prepaid within one year from the date of its
creation and, in the case of the Borrowers, Indebtedness in respect of the Term Loans. 
 “GAAP”: generally accepted
accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), including those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as
approved by a significant 

  
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 segment of the accounting profession, and subject to the following sentence. If at any time the SEC permits or
requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Borrower Representative may elect by written notice to the Administrative Agent to so use
IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such
notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations
based on GAAP contained in this Agreement shall be computed in conformity with GAAP. 
 “Governmental Authority”: the
government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank). 

“Guarantee”: any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or
other obligation of any other Person; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding
meaning. 
 “Guarantee and Collateral Agreement”: the Term Loan Guarantee and Collateral Agreement delivered to the
Collateral Agent as of the date hereofDecember 23, 2013, substantially in the form of Exhibit B hereto, as the same may be amended, supplemented, waived or otherwise
modified from time to time. 
 “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any such obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such 

  
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guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing
person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower
Representative in good faith. 
 “Guarantor Subordinated Obligations”: with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Closing Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guaranty pursuant to a
written agreement. 
 “Guarantors”: the collective reference to Holdings and each Subsidiary Guarantor; individually, a
“Guarantor”. 
 “Hedge Agreements”: collectively, Interest Rate Agreements, Currency Agreements and
Commodities Agreements. 
 “Hedging Obligations”: as to any Person, the obligations of such Person pursuant to any Interest
Rate Agreement, Currency Agreement or Commodities Agreement. 
 “Holdings”:
SiteOne Landscape Supply Bidco, Inc., a Delaware corporation (formerly known as CD&R Landscapes Bidco, Inc., a Delaware
corporation), and any successor in interest thereto, including any Successor Holding Company (as defined in the Guarantee and Collateral Agreement) in accordance with
Section 9.16(e) of the Guarantee and Collateral Agreement. 
 “Identified Participating Lenders”: as defined in
Subsection 4.4(l)(iii)(3). 
 “Identified Qualifying Lenders”: as defined in Subsection 4.4(l)(iv)(3). 

“IFRS”: International Financial Reporting Standards and applicable accounting requirements set by the International
Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such board, or the SEC, as the
case may be), as in effect from time to time. 
 “Immaterial Subsidiary”: any Subsidiary of the Parent Borrower designated
as such in writing by the Borrower Representative to the Administrative Agent that (i) (x) contributed 5.00 % or less of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements of the OpCoParent Borrower are available, and (y) had consolidated assets
representing 5.00% or less of Consolidated Total Assets as of the end of the most recently ended financial period for which consolidated financial statements of the
OpCoParent Borrower are available; and (ii) together with all other Immaterial Subsidiaries designated pursuant to the preceding clause (i),
(x) contributed 5.00% or less of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the
OpCoParent Borrower are available, and (y) had consolidated assets representing 5.00% or less of Consolidated Total Assets as of the end of the most recently
ended financial period for which consolidated financial statements of the OpCoParent Borrower are 

  
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available; provided, however, that no Subsidiary of the Parent Borrower that Guarantees the payment of the Senior ABL Facility shall be an “Immaterial Subsidiary”
hereunder. Subject to the proviso in the immediately preceding sentence, any Subsidiary so designated as an Immaterial Subsidiary that fails to meet the foregoing requirements as of the last day of the period of the most recent four consecutive
fiscal quarters for which consolidated financial statements of the OpCoParent Borrower are available shall continue to be deemed an “Immaterial Subsidiary”
hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1(a) or 7.1(b) with respect to such period. 

“Increase Supplement”: as defined in Subsection 2.8(c). 

“Incremental Commitment Amendment”: as defined in Subsection 2.8(d). 

“Incremental Commitments”: as defined in Subsection 2.8(a). 

“Incremental Indebtedness”: Indebtedness Incurred by a Borrower pursuant to and in accordance with Subsection 2.8.

 “Incremental Lenders”: as defined in Subsection 2.8(b). 

“Incremental Letter of Credit Commitments”: as defined in Subsection 2.8(a). 

“Incremental Loans”: as defined in Subsection 2.8(d). 

“Incremental Revolving Commitments”: as defined in Subsection 2.8(a). 

“Incremental Revolving Loans”: any loans drawn under an Incremental Revolving Commitment. 

“Incremental Term Loan”: any Incremental Loan made pursuant to an Incremental Term Loan Commitment. 

“Incremental Term Loan Commitments”: as defined in Subsection 2.8(a). 

“Incur”: issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms
“Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of
additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at
a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof. 

  
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 “Indebtedness”: with respect to any Person on any date of determination (without
duplication): 
 (i) the principal of indebtedness of such Person for borrowed money; 

(ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 

(iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that
have not then been reimbursed); 
 (iv) all obligations of such Person to pay the deferred and unpaid purchase price of
property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto; 

(v) all Capitalized Lease Obligations of such Person; 

(vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person
or (if such Person is a Subsidiary of the Parent Borrower other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the
maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance
with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by senior management of the
Borrower Representative, the Board of Directors of the Borrower Representative or the Board of Directors of the issuer of such Capital Stock); 

(vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower
Representative) and (B) the amount of such Indebtedness of such other Persons; 
 (viii) all Guarantees by such
Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and 
 (ix) to the extent not otherwise
included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by
such Person at such time). 

  
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 The amount of Indebtedness of any Person at any date shall be determined as set forth above or as
otherwise provided for in this Agreement, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP. 

“Indemnified Liabilities”: as defined in Subsection 11.5(d). 

“Indemnitee”: as defined in Subsection 11.5(d). 

“Initial Agreement”: as defined in Subsection 8.3(c). 

“Initial Lien”: as defined in Subsection 8.6. 

“Initial Term Loan”: as defined in Subsection 2.1(a). 

“Initial Term Loan Commitment”: as to any Lender, its obligation to make Initial Term Loans to the Borrowers pursuant to
Subsection 2.1(a) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”; collectively, as to all
the Lenders, the “Initial Term Loan Commitments”. The original aggregate amount of the Initial Term Loan Commitments on the Closing Date is
$61,700,000275,000,000. 
 “Initial Term Loan
Facility”: the Initial Term Loan Commitments and the Extensions of Credit made thereunder. 
 “Initial Term Loan Maturity
Date”: December 23April 29, 20192022. 

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of
Section 4245 of ERISA. 
 “Intellectual Property”: as defined in Subsection 5.9. 

“Intellectual Property Assignment Agreement”: the collective reference to one or more Intellectual Property Assignment
Agreements, dated as of the date hereofDecember 23, 2013, between the Parent Borrower or a Subsidiary of the Parent Borrower, on the one hand, and Deere and/or a member of
the Deere Group, on the other hand, as amended, supplemented, waived or otherwise modified from time to time. 
 “Intercreditor
Agreement Supplement”: as defined in Subsection 10.8(a). 
 “Interest Payment Date”: (a) as to
any ABR Loan, the last Business Day of each March, June, September and December to occur while such Loan is outstanding, and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or
less, the last day of such Interest Period, and (c) as to any Eurodollar Loan having an Interest Period longer than three months, (i) each day which is three months, or a whole multiple thereof, after the first day of such
Interest Period and (ii) the last day of such Interest Period. 

  
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 “Interest Period”: with respect to any Eurodollar Loan: 

(a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar
Loan and ending one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter, as selected by the Borrower Representative in its notice of borrowing or notice of conversion, as the case may be,
given with respect thereto; and 
 (b) thereafter, each period commencing on the last day of the next preceding Interest
Period applicable to such Eurodollar Loan and ending one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter, as selected by the Borrower Representative by irrevocable notice to the
Administrative Agent not less than three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the last day of the then current Interest Period with respect thereto; provided
that all of the foregoing provisions relating to Interest Periods are subject to the following: 
 (i) if any Interest Period
would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event
such Interest Period shall end on the immediately preceding Business Day; 
 (ii) any Interest Period that would otherwise
extend beyond the Maturity Date shall (for all purposes other than Subsection 4.12) end on the Maturity Date; 
 (iii)
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar
month; and 
 (iv) the Borrower Representative shall select Interest Periods so as not to require a scheduled payment of any
Eurodollar Loan during an Interest Period for such Eurodollar Loan. 
 “Interest Rate Agreement”: with respect to any
Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to
which such Person is a party or a beneficiary. 
 “Inventory”: goods held for sale, lease or use by a Person in the ordinary
course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP. 

“Investment”: in any Person by any other Person, any direct or indirect advance, loan or other extension of credit (other
than to customers, dealers, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of 

  
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business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to, or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Subsection 8.2 only, (i) “Investment” shall
include the portion (proportionate to the Parent Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Parent Borrower at the time that such Subsidiary is designated an Unrestricted
Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Parent Borrower’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Parent Borrower’s equity interest in such Subsidiary) of the
Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value (as determined in good faith by the
Borrower Representative) at the time of such transfer and (iii) for purposes of Subsection 8.2(a)(3)(C), the amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be the Fair
Market Value of the Investment in such Unrestricted Subsidiary at the time of such redesignation. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment,
reduced (at the Borrower Representative’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent that the amount
of Restricted Payments outstanding at any time pursuant to Subsection 8.2(a) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount
or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to Subsection 8.2(a). 

“Investment Agreement”: the Investment Agreement, dated as of October 26, 2013 (together with the disclosure schedules
delivered in connection therewith) and as amended by the letter agreement dated as of the date hereofDecember 23, 2013, by and among Investor, Holdings, Merger Sub, Merger
Sub 2, JDASOH, Deere and JDLSOLS, as the same may be further amended, supplemented, waived or
otherwise modified from time to time. 
 “Investment Agreement Material Adverse Effect”: any
change, effect, occurrence or state of facts that (a) has, or would reasonably be expected to have, a materially adverse effect on the condition (financial or otherwise), business or results of operations of the Business
or the Company and the Company Subsidiaries, taken as a whole, other than any change, effect, occurrence or state of facts to the extent relating to (i) changes in business, economic or regulatory conditions as a whole
or in the industries in which the Company and the Company Subsidiaries operate, (ii) an outbreak or escalation in hostilities involving the United States, whether or not pursuant to the declaration of a national
emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or military installations, (iii) changes in financial, banking or securities markets
(including any disruption thereof), (iv) changes in GAAP, (v) changes in Law, (vi) the announcement of, or the taking of any action explicitly contemplated by,
the Investment Agreement and the other agreements contemplated thereby, including the loss of any customers, suppliers or employees resulting therefrom (other than for purposes of the representations and warranties contained in Sections 2.3 and 2.4,
and the conditions in Section 6.2(a) to the extent they relate to the representations and warranties contained in Sections 2.3 and 2.4), (vii) any actions taken (or omitted to be taken) at the request or with the
consent of Investor, (viii) any actions required under the Investment Agreement, or (ix) any failure by the Company, the Company Subsidiaries or the Business to meet any projections,
forecasts or estimates of revenue or earnings (provided that the underlying cause of such failure may be considered in determining whether there is a Material Adverse Effect), except, in the cases of clauses (i), (ii), (iii), (iv) and
(v) to the extent that such adverse effects materially and disproportionately have a greater adverse impact on the Company and the Company Subsidiaries, taken as a whole, as compared to the adverse impact such changes have on companies in the
industry in which the Company and the Company Subsidiaries operate or (b) would, or would reasonably be expected to, prevent, materially delay or materially impede the performance by Seller of its obligations under the
Investment Agreement or the consummation of the transactions contemplated thereby. Capitalized terms used in this definition of “Investment Agreement Material Adverse Effect” (other than “Investment Agreement”, which has the
meaning set forth in this Agreement) shall have the meanings given to them in the Investment Agreement, and any references to a “Section” shall mean the specified Section of the Investment Agreement. 

“Investment Agreement Schedules”: the schedules referenced in the introductory paragraph of Article
II of the Investment Agreement (for the avoidance of doubt, whether or not relating to the provisions of Article II of the Investment Agreement). 

“Investment Company Act”: the Investment Company Act of 1940, as amended from time to time. 

“Investment Grade Rating”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P, or any equivalent rating by any other nationally recognized rating agency. 
 “Investment Grade
Securities”: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt
instruments with an Investment Grade 

  
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Rating, but excluding any debt securities or instruments constituting loans or advances among the Parent Borrower and its Subsidiaries; (iii) investments in any fund that invests
exclusively in investments of the type described in clauses (i) and (ii) above, which fund may also hold immaterial amounts of cash pending investment or distribution; and (iv) corresponding instruments in countries other than
the United States customarily utilized for high quality investments. 
 “Investor”: CD&R Landscapes Holdings, L.P., a
Cayman Islands exempted limited partnership, and any successor in interest thereto. 
 “JDA”: JDA
Holding LLC, a Delaware limited liability company, and any successor in interest thereto. 
 “JDA
Merger”: the merger of Merger Sub with and into JDA, with JDA being the surviving company of such merger. 

“JDL”: John Deere Landscapes LLC, a Delaware limited liability company, and any successor in
interest thereto. 
 “JDL Acquisition”: the collective reference to the Mergers and the
LESCO Purchase. 
 “JDL Merger”: the merger of Merger Sub 2 with and into JDL, with JDL
being the surviving company of such merger. 
 “Judgment Conversion Date”: as defined in Subsection
11.8(a). 
 “Judgment Currency”: as defined in Subsection 11.8(a). 

“Junior Capital”: collectively, any Indebtedness of any Parent Entity or the Parent Borrower that (i) is not
secured by any asset of the Parent Borrower or any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Term Loan Facility Obligations hereunder on terms consistent with those for senior subordinated
high yield debt securities issued by U.S. companies sponsored by CD&R (as determined in good faith by the Borrower Representative, which determination shall be conclusive), (iii) has a final maturity date that is not earlier than,
and provides for no scheduled payments of principal prior to, the date that is 91 days after the Initial Term Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of
the Parent Borrower, Capital Stock of any Parent Entity or any other Junior Capital), (iv) has no mandatory redemption or prepayment obligations other than obligations that are subject to the prior payment in full in cash of the Initial
Term Loans and (v) does not require the payment of cash interest until the date that is 91 days after the Initial Term Loan Maturity Date. 

“Junior Debt”: any Subordinated Obligations and Guarantor Subordinated Obligations. 

“Junior Lien Intercreditor Agreement”: the intercreditor agreement substantially in the form of Exhibit K to be
entered into as required by the terms hereof, as amended, supplemented, waived or otherwise modified from time to time. 
 “LCA
Election”: as defined in Subsection 1.2(i). 
 “LCA Test Date”: as defined in Subsection 1.2(i). 

  
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 “Lead Arrangers”: UBS Securities LLC, ING Capital
LLCDeutsche Bank Securities Inc., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., ING Capital LLC, JPMorgan Chase Bank,
N.A., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation. 
 “Lender Joinder Agreement”: as defined in
Subsection 2.8(c). 
 “Lenders”: the several lenders from time to time parties to this Agreement together with, in
the case of any such lender that is a bank or financial institution, any affiliate of any such bank or financial institution through which such bank or financial institution elects, by notice to the Administrative Agent and the Borrower
Representative, to make any Loans available to the Borrowers, provided that for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any
waiver of any of the requirements of any Loan Document or any Default or Event of Default and its consequences or (c) any other matter as to which a Lender may vote or consent pursuant to Subsection 11.1, the bank or financial
institution making such election shall be deemed the “Lender” rather than such affiliate, which shall not be entitled to so vote or consent. 

“LESCO”: LESCO, Inc., an Ohio corporation, and any successor in interest thereto. 

“LESCO Purchase”: the direct or indirect acquisition by the Parent Borrower from Deere of all of the
outstanding shares of LESCO. 
 “Liabilities”: collectively, any and all claims, obligations, liabilities, causes
of action, actions, suits, proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional
advisors), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from time to time. 

“LIBOR Rate”: with respect each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum
determined by the Administrative Agent to be: 
 (a) the arithmetic average (rounded upwards to the nearest 1/100th
of 1.00% per annum) of the London Interbank Offered Rates for United States Dollar deposits for a duration equal to or comparable to the duration of such Interest Period which appear on the relevant Reuters Monitor Money Rates Service page
(being currently the page designated as “LIBO”)ICE Benchmark Administration LIBOR Rate or the successor thereto if the ICE Benchmark Administration is no longer making a
LIBOR rate available, as published by Reuters (or such other commercially available source providing quotations of the London Interbank Offered Rates for United States Dollar
depositsICE LIBOR as may be designated by the Term Administrative Agent from time to time and as consented to by the
Borrower Representative) at or aboutapproximately 11:00 A.M. (a.m., London
time), two (2) London Business Days
beforeBanking Days prior to the commencement of such Interest Period, for dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period; or 

(b) if no such page is available, the rate which results from
interpolating on a linear basis between: (i) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the longest period (for which that rate is available) which is less than the
Interest Period and (ii) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the shortest period (for which that rate is available) which exceeds the Interest Period, each as
of approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period; or 

(bc) if no such page is
available and it is not possible to calculated the interpolated rate pursuant to clause (b) above, the arithmetic mean of the rates (rounded upwards to the nearest 1/100th of
1.00% per annum) as supplied to the Administrative Agent at its request quoted by the Reference Banks to leading banks in the London interbank market two London Business Days before the first day of such Interest Period for United States Dollar
deposits of a duration equal to the duration of such Interest Period; provided that any Reference Bank that has failed to provide a quote in accordance with Subsection 4.6(c) shall be disregarded for purposes of determining the mean.


  
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 “Lien”: any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
 “Limited Condition
Acquisition”: any acquisition of any assets, business, or Person or any Investment, in either case, permitted by this Agreement whose consummation is not conditioned on the
availability of, or on obtaining, third-party financing. 
 “Loan”: each Initial Term Loan, Incremental Term Loan, Extended
Term Loan and Specified Refinancing Term Loan; collectively, the “Loans”. 
 “Loan Documents”: this
Agreement, the Third Amendment, the Notes, the ABL/Term Loan Intercreditor Agreement, the Guarantee and Collateral Agreement, any Junior Lien Intercreditor Agreement (on and after the
execution thereof), each other document designated a “Loan Document” by the Borrower Representative and the Administrative Agent, each Other Intercreditor Agreement (on and after the execution thereof), and any other Security Documents,
each as amended, supplemented, waived or otherwise modified from time to time. 
 “Loan Parties”: Holdings, the Borrowers
and the Subsidiary Guarantors; individually, a “Loan Party”. 

“London Banking Day” means any day on which dealings in dollar deposits are
conducted by and between banks in the London interbank eurodollar market. 
 “Management Advances”:
(1) loans or advances made to directors, management members, officers, employees or consultants of any Parent Entity, the Parent Borrower or any Restricted Subsidiary (x) in respect of travel, entertainment or moving related
expenses incurred in the ordinary course of business, (y) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the
case of this clause (z)) not exceeding $5,000,0007,500,000 in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in
connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or (4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock,
which Guarantees are permitted under Subsection 8.1. 
 “Management Guarantees”: guarantees (x) of up to
an aggregate principal amount outstanding at any time of $10,000,00015,000,000 of borrowings by Management Investors in connection with their purchase of Management Stock
or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent Entity, the 

  
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Parent Borrower or any Restricted Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business, or (2) in the
ordinary course of business and (in the case of this clause (2)) not exceeding $5,000,0007,500,000 in the aggregate outstanding at any time. 

“Management Indebtedness”: Indebtedness Incurred to (a) any Person other than a Management Investor of up to an
aggregate principal amount outstanding at any time of $10,000,00015,000,000, and (b) any Management Investor, in each case, to finance the repurchase or other
acquisition of Capital Stock of the Parent Borrower, any Restricted Subsidiary or any Parent Entity (including any options, warrants or other rights in respect thereof) from any Management Investor, which repurchase or other acquisition of Capital
Stock is permitted by Subsection 8.2. 
 “Management Investors”: the management members, officers, directors,
employees and other members of the management of any Parent Entity, the Parent Borrower or any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided that, solely for purposes of the definition of
“Permitted Holders”, such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good faith by the Borrower
Representative, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date
beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Parent Borrower, the OpCo Borrower, any Restricted Subsidiary or any Parent Entity. 

“Management Stock”: Capital Stock of the Parent Borrower, any Restricted Subsidiary or any Parent Entity (including any
options, warrants or other rights in respect thereof) held by any of the Management Investors. 
 “Material Adverse
Effect”: a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Parent Borrower and its Restricted Subsidiaries taken as a whole, (b) the validity or
enforceability as to the Loan Parties (taken as a whole) party thereto of the Loan Documents taken as a whole or (c) the rights or remedies of the Agents and the Lenders under the Loan Documents, in each case taken as a whole. 

“Material Subsidiaries”: Restricted Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if
such Restricted Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X. 

“Materials of Environmental Concern”: any pollutants, contaminants, hazardous or toxic substances or materials or wastes
defined, listed, or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos,
pesticides, herbicides, fungicides and polychlorinated biphenyls. 

  
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 “Maturity Date”: the Initial Term Loan Maturity Date, for any Extended Term
Tranche the “Maturity Date” (or comparable term) set forth in the applicable Extension Amendment, for any Incremental Commitments the “Maturity Date” (or comparable term) set forth in the applicable Incremental Commitment
Amendment, as the context requires and for any Specified Refinancing Tranche the “Maturity Date” (or comparable term) set forth in the applicable Specified Refinancing
Amendment, as the context requires. 
 “Maximum Incremental Facilities
Amount”: at any date of determination, the sum of (i) $50,000,000100,000,000 plus (ii) an additional amount if, after giving effect
to the Incurrence of such additional amount (or on the date of the initial commitment to lend such additional amount after giving pro forma effect to the Incurrence of the entire committed amount of such additional amount), the Consolidated Secured
Leverage Ratio shall not exceed 3.253.50 to 1.00 (as set forth in an officer’s certificate of a Responsible Officer of the Borrower Representative delivered to the
Administrative Agent at the time of such Incurrence, together with calculations demonstrating compliance with such ratio (it being understood that (A) if pro forma effect is given to the entire committed amount of any such additional
amount on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time
to time, without further compliance with this clause and (B) for purposes of calculating the Consolidated Secured Leverage Ratio, any additional amount Incurred pursuant to clause (ii) of this definition shall be treated as if such
amount is Consolidated Secured Indebtedness, regardless of whether such amount is actually so secured)). 

“Mergers”: the collective reference to the JDL
Merger and the JDA Merger. 
 “Merger
Sub”: CD&R Landscapes Merger Sub, Inc., a Delaware corporation, and any successor in interest thereto. 

“Merger Sub 2”: CD&R Landscapes Merger Sub 2,
Inc., a Delaware corporation, and any successor in interest thereto. 
 “Midco”: CD&R Landscapes Midco, Inc.,
a Delaware corporation, and any successor in interest thereto. 
 “Minimum Exchange Tender Condition”: as defined in
Subsection 2.9(b). 
 “Minimum Extension Condition”: as defined in Subsection 2.10(g). 

“Moody’s”: Moody’s Investors Service, Inc., and its successors. 

“Mortgaged Fee Properties”: the collective reference to each real property owned in fee by the Loan Parties listed on
Schedule 5.8 or required to be mortgaged as Collateral pursuant to the requirements of Subsection 7.9, including the land and all buildings, improvements, structures and fixtures now or subsequently located thereon and owned by any
such Loan Party; in each case, unless and until such time as the Mortgage on such real property is released in accordance with the terms and provisions hereof and thereof. 

“Mortgages”: each of the mortgages and deeds of trust, or similar security instruments executed and delivered by any Loan
Party to the Collateral Agent, substantially in the form of Exhibit C, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

  
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 “Most Recent Four Quarter Period”: the four-fiscal-quarter period of the
OpCoParent Borrower ending on the last day of the most recently completed Fiscal Year or fiscal quarter for which financial statements of the
OpCoParent Borrower have been (or have been required to be) delivered under Subsection 7.1(a) or 7.1(b). 

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

“Net Available Cash”: from an Asset Disposition or Recovery Event, an amount equal to the cash payments received (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring
Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or Recovery Event or received in any other non-cash form) therefrom, in each case net of (i) all legal, title
and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP, in each case, as a consequence of, or in
respect of, such Asset Disposition or Recovery Event (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Subsection 8.4), (ii) all payments made, and all installment
payments required to be made, on any Indebtedness (other than Pari Passu Indebtedness) (x) that is secured by any assets subject to such Asset Disposition or involved in such Recovery Event, in accordance with the terms of any Lien upon
such assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition or Recovery Event, including but not limited
to any payments required to be made to increase borrowing availability under any revolving credit facility, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as
a result of such Asset Disposition or Recovery Event, or to any other Person (other than the Parent Borrower or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition or subject to such Recovery
Event, (iv) any liabilities or obligations associated with the assets disposed of in such Asset Disposition or involved in such Recovery Event and retained, indemnified or insured by the Parent Borrower or any Restricted Subsidiary after
such Asset Disposition or Recovery Event, including pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset
Disposition or Recovery Event, (v) in the case of an Asset Disposition, the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by the Parent Borrower or any Restricted Subsidiary, until
such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or payable by the Parent Borrower or any Restricted Subsidiary, in either case in respect of such Asset Disposition and (vi) in the
case of any Recovery Event, any amount thereof that constitutes or represents reimbursement or compensation for any amount previously paid or to be paid by the Parent Borrower or any of its Subsidiaries. 

  
 47 








 “Net Cash Proceeds”: with respect to any issuance or sale of any securities of
the Parent Borrower or any Subsidiary by the Parent Borrower or any Subsidiary, or any capital contribution, or any Incurrence of Indebtedness, the cash proceeds of such issuance, sale, contribution or Incurrence net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and net of all taxes
paid or payable as a result, or in respect, thereof. 
 “New York Courts”: as defined in Subsection 11.13(a). 

“New York Supreme Court”: as defined in Subsection 11.13(a). 

“Non-Consenting Lender”: as defined in Subsection 11.1(g). 

“Non-Excluded Taxes”: all Taxes other than Excluded Taxes. 

“Non-Extending Lender”: as defined in Subsection 2.10(e). 

“Non-Wholly Owned Subsidiary”: each Subsidiary of the Parent Borrower that is not a Wholly Owned Subsidiary. 

“Note”: as defined in Subsection 2.2(a). 

“Obligations”: with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to the Parent Borrower or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. 

“Obligation Currency”: as defined in Subsection 11.8(a). 

“Obligor”: any purchaser of goods or services or other Person obligated to make payment to the Parent Borrower or any of its
Restricted Subsidiaries (other than any Restricted Subsidiary that is not a Loan Party) in respect of a purchase of such goods or services. 

“OFAC”: as defined in Subsection 5.21(b). 

“Offered Amount”: as defined in Subsection 4.4(l)(iv)(1). 

“Offered Discount”: as defined in Subsection 4.4(l)(iv)(1). 

“OID”: as defined in Subsection 2.8(d). 

“OpCo Borrower”: (i) prior to the JDL Merger, Merger Sub 2, and
(ii) after giving effect to the JDL Merger, JDLSOLS. 

“OpCo October/December 2013 Financial Statements”: as defined in Subsection
1.2(d). 

  
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 “Organizational Documents”: with respect to any Person, (a) the
articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person and (b) the bylaws or operating agreement (or the equivalent governing documents) of such
Person. 
 “Original Credit Agreement”: as defined in the first recital
hereto. 
 “Other Intercreditor Agreement”: an intercreditor agreement in form and substance reasonably satisfactory to
the Borrower Representative and the Collateral Agent. 
 “Other Representatives”: each of UBS Securities LLC, ING
Capital LLC,Deutsche Bank Securities Inc., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation, in their
collective capacity as Joint Lead Arrangers, and UBS Securities LLC, ING Capital LLC, HSBC Securities (USA) Inc.JPMorgan Chase Bank, N.A., Natixis, New York Branch
and Sumitomo Mitsui Banking Corporation, in their collective capacity as Joint Bookrunners. 
 “Outstanding Amount”: with
respect to the Loans on any date, the principal amount thereof after giving effect to any borrowings and prepayments or repayments thereof occurring on such date. 

“Parent”: CD&R Landscapes Parent, Inc., a Delaware corporation, and any successor in interest thereto. 

“Parent Borrower”: (i) prior to the JDA Merger, Merger Sub, and
(ii) after giving effect to the JDA Merger, JDASOH. 

“Parent Entity”: any of Parent, Midco, Holdings, any Other Parent, and any other Person that is a Subsidiary of Parent,
Midco, Holdings, or any Other Parent and of which the Parent Borrower is a Subsidiary. As used herein, “Other Parent” means a Person of which the Parent Borrower becomes a Subsidiary after the Closing Date that is designated by the
Borrower Representative as an “Other Parent”; provided that either (x) immediately after the Parent Borrower first becomes a Subsidiary of such Person, more than 50.0% of the Voting Stock of such Person shall be held by
one or more Persons that held more than 50.0% of the Voting Stock of a Parent Entity of the Parent Borrower immediately prior to the Parent Borrower first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other
Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Parent Borrower first becoming a Subsidiary of such Person. Neither Borrower shall in any event be deemed to be a “Parent Entity”. 

“Parent Expenses”: (i) costs (including all professional fees and expenses) incurred by any Parent Entity in
connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange,
this Agreement or any other agreement or instrument relating to Indebtedness of the Parent Borrower or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules
and regulations promulgated thereunder, (ii) expenses incurred by any Parent Entity in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated
rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal 

  
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applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual
property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Parent Borrower or any Subsidiary thereof, (iii) indemnification
obligations of any Parent Entity owing to directors, officers, employees or other Persons under its charter or bylaws or pursuant to written agreements with or for the benefit of any such Person (including the CD&R Indemnification Agreement and
the Deere Indemnification Agreement), or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent Entity incurred in the ordinary course of
business, and (v) fees and expenses incurred by any Parent Entity in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such
offering are intended to be received by or contributed or loaned to the Parent Borrower or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received,
contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent Entity shall cause the amount of such expenses to be repaid to the Parent Borrower or the relevant Restricted
Subsidiary out of the proceeds of such offering promptly if completed. 
 “Pari Passu Indebtedness”: Indebtedness with a
Lien on the Term Loan Priority Collateral ranking pari passu with the Liens securing the Term Loan Facility Obligations. 

“Participant”: as defined in Subsection 11.6(c)(i). 

“Participant Register”: as defined in Subsection 11.6(b)(v). 

“Participating Lender”: as defined in Subsection 4.4(l)(iii)(2). 

“Patriot Act”: as defined in Subsection 11.18. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor
thereto). 
 “Permitted Affiliated Assignee”: CD&R, any investment fund managed or controlled by CD&R and any
special purpose vehicle established by CD&R or by one or more of such investment funds. 
 “Permitted Debt Exchange”:
as defined in Subsection 2.9(a). 
 “Permitted Debt Exchange Notes”: as defined in Subsection 2.9(a). 

“Permitted Debt Exchange Offer”: as defined in Subsection 2.9(a). 

“Permitted Holders”: any of the following: (i) any member of the Deere Group; (ii) any of the
CD&R Investors; (iii) any of the Management Investors, Deere, CD&R and their respective Affiliates; (iv) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any
Affiliate of or successor to any such investment fund or vehicle; (v) any limited or general partners of, or other investors in, any CD&R Investor or any 

  
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Affiliate thereof, or any such investment fund or vehicle; (vi) any “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing
Date) of which any of the Persons specified in clause (i), (ii), (iii), (iv) or (v) above is a member (provided that (without giving effect to the existence of such “group” or any other “group”) one or more of
such Persons collectively have beneficial ownership, directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Parent Borrower or the Parent Entity held by such “group”), and any other Person that is a
member of such “group”; and (vii) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of
Capital Stock of any Parent Entity or the Parent Borrower. In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing
Date) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) constitutes or results in a Change of Control in respect of which the Borrowers make a Change of
Control Offer pursuant to Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt), together with its Affiliates, shall thereafter constitute Permitted Holders. 

“Permitted Investment”: an Investment by the Parent Borrower or any Restricted Subsidiary in, or consisting of, any of the
following: 
 (i) a Restricted Subsidiary, the Parent Borrower, or a Person that will, upon the making of such Investment,
become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary); 

(ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or
conveys all or substantially all its assets to, or is liquidated into, the Parent Borrower or a Restricted Subsidiary (and, in each case, any Investment held by such other Person that was not acquired by such Person in contemplation of such merger,
consolidation or transfer); 
 (iii) Temporary Cash Investments, Investment Grade Securities or Cash Equivalents; 

(iv) receivables owing to the Parent Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of
business; 
 (v) any securities or other Investments received as consideration in, or retained in connection with, sales or
other dispositions of property or assets, including Asset Dispositions made in compliance with Subsection 8.4; 
 (vi)
securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Parent Borrower or any Restricted Subsidiary, or as a result of foreclosure, perfection or
enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; 

  
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 (vii) Investments existing or made pursuant to legally binding written
commitments in existence on the Closing Date and set forth on Schedule 1.1(f); 
 (viii) Currency Agreements, Interest
Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with Subsection 8.1; 

(ix) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course
of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Subsection 8.6; 

(x) (1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to,
in or in favor of any Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued
by the Parent Borrower or any Parent Entity, provided that if such Parent Entity receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent Entity to the Parent
Borrower; 
 (xi) bonds secured by assets leased to and operated by the Parent Borrower or any Restricted Subsidiary that
were issued in connection with the financing of such assets so long as the Parent Borrower or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and terminating the transaction; 

(xii) [reserved]; 

(xiii) any Investment to the extent made using Capital Stock of the Parent Borrower (other than Disqualified Stock), Capital
Stock of any Parent Entity or Junior Capital as consideration; 
 (xiv) Management Advances; 

(xv) Investments in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the
greater of $30,000,00050,000,000 and 5.007.50% of Consolidated Total Assets; 

(xvi) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the
provisions of Subsection 8.5(b) (except transactions described in clauses (i), (ii)(4), (iii), (v), (vi), (ix) and (x) therein), including any Investment pursuant to any transaction described in Subsection 8.5(b)(ii) (whether
or not any Person party thereto is at any time an Affiliate of the Parent Borrower); 
 (xvii) any Investment by any Captive
Insurance Subsidiary in connection with the provision of insurance to the Parent Borrower or any of its Subsidiaries, which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable law,
rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable; and 

(xviii) other Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of
$25,000,00050,000,000 and 4.257.50% of Consolidated Total Assets. 

  
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 If any Investment pursuant to clause (xv) or (xviii) above, or Subsection
8.2(b)(vi), as applicable, is made in any Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers or conveys all or
substantially all of its assets to, or is liquidated into, the Parent Borrower or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, respectively, and not clause
(xv) or (xviii) above, or Subsection 8.2(b)(vi), as applicable. 
 “Permitted Liens”: 

(a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not
reasonably be expected to have a material adverse effect on the Parent Borrower and its Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the
books of the Parent Borrower or a Subsidiary thereof, as the case may be, in accordance with GAAP; 
 (b) Liens with respect to outstanding
motor vehicle fines and carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a
period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings; 
 (c) pledges,
deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including
pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); 
 (d) pledges, deposits or
Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or
performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business; 

(e) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements,
covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere
with the ordinary conduct of the business of the Parent Borrower and its Subsidiaries, taken as a whole; 

  
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 (f) Liens existing on, or provided for under written arrangements existing on, the Closing Date
and set forth on Schedule 1.1(e), or (in the case of any such Liens securing Indebtedness of the Parent Borrower or any of its Subsidiaries existing or arising under written arrangements existing on the Closing Date) securing any Refinancing
Indebtedness in respect of such Indebtedness (other than Indebtedness Incurred under Subsection 8.1(b)(i) and secured under clause (k)(1) of this definition), so long as the Lien securing such Refinancing Indebtedness is limited to all or
part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness; 

(g) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by
any developer, landlord or other third party on property over which the Parent Borrower or any Restricted Subsidiary of the Parent Borrower has easement rights or on any leased property and subordination or similar agreements relating thereto and
(ii) any condemnation or eminent domain proceedings affecting any real property; 
 (h) Liens securing Indebtedness (including
Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in compliance with Subsection 8.1; 

(i) Liens arising out of judgments, decrees, orders or awards in respect of which the Parent Borrower or any Restricted Subsidiary shall in
good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired; 

(j) leases, subleases, licenses or sublicenses to or from third parties; 

(k) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness
Incurred in compliance with Subsection 8.1(b)(i) pursuant to (a) this Agreement and the other Loan Documents, (b) the Senior ABL Facility, (c) any Permitted Debt Exchange Notes (and any Refinancing
Indebtedness in respect thereof), (d) any Rollover Indebtedness (and any Refinancing Indebtedness in respect thereof) and (e) any Additional Obligations (and any Refinancing Indebtedness in respect thereof), provided,
that any Liens on Collateral pursuant to this subclause (b), (c), (d) or (e) of this clause (k)(1) shall be subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or an Other
Intercreditor Agreement, as applicable, (2) Indebtedness Incurred in compliance with clauses (b)(iv), (b)(v), (b)(vii), (b)(viii) (other than with respect to clause (H) thereof), or clauses (b)(iii)(B)
and (C) of Subsection 8.1 (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Subsection 8.1(a)), (3) any Indebtedness Incurred in compliance with Subsection
8.1(b)(xiii); provided that any Liens securing such Indebtedness shall rank junior to the Liens securing the Term Loan Facility Obligations and shall be subject to the Junior Lien Intercreditor Agreement or an Other Intercreditor
Agreement, as applicable, (4) (A) Acquisition Indebtedness Incurred in compliance with Subsection 8.1(b)(x) or (xi); provided that (x) such Liens are limited to all or part of the same
property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated with


  
 54 








 
or into the Parent Borrower or any Restricted Subsidiary, in any transaction to which such Acquisition Indebtedness relates
or, (y) on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence, the Consolidated Secured Leverage Ratio would equal or be less than
the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto or (z) such Liens rank junior to the Liens securing the Term Loan Document Obligations and shall be
subject to the ABL/Term Loan Intercreditor Agreement, the Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, or (B) any Refinancing Indebtedness Incurred in respect thereof,
(5) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor (limited, in the case of this clause (k)(5), to Liens on any of the property and assets of any Restricted Subsidiary that is not a Subsidiary Guarantor), or
(6) obligations in respect of Management Advances or Management Guarantees, in each case under the foregoing clauses (1) through (6) including Liens securing any Guarantee of any thereof; 

(l) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Parent Borrower (or at the time the
Parent Borrower or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger, consolidation or amalgamation with or into the Parent Borrower or any Restricted Subsidiary); provided,
however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;
provided, further, that for purposes of this clause (l), if a Person other than the Parent Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Parent Borrower,
and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; 

(m) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary
or any joint venture that is not a Subsidiary of the Parent Borrower that secure Indebtedness or other obligations of such Unrestricted
Subsidiary or joint venture, respectively; 
 (n) any encumbrance or restriction
(including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

(o) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred
in respect of any Indebtedness secured by (other than any Indebtedness described in clause (k)(1) above of this definition), or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation
secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under
the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; 
 (p) Liens
(1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including Liens arising under or by reason of the Perishable 

  
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Agricultural Commodities Act of 1930, as amended from time to time, (2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising
from progress or partial payments by a third party relating to such property or assets, (3) [reserved], (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such
cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or
arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities (including in connection with purchase orders and other agreements with customers), (6) in favor of the
Parent Borrower or any Subsidiary (other than Liens on property or assets of any Borrower or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (8) on inventory or other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created to
facilitate the purchase, shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of
business, (10) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, or (11) arising in connection with repurchase agreements permitted under Subsection 8.1 on assets
that are the subject of such repurchase agreements; 
 (q) other Liens securing Indebtedness or other obligations that in the aggregate do
not exceed at any time outstanding an amount equal to the greater of $10,000,00025,000,000 and
1.754.00% of Consolidated Total Assets at the time of Incurrence of such Indebtedness or other obligations; and 

(r) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) or other obligations of, or in favor of, any
Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise, Incurred pursuant to clause (b)(ix) of Subsection 8.1.; 

(s) Liens securing
Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance with Subsection 8.1; provided that on the date of Incurrence of such Indebtedness after giving effect to such Incurrence (or
on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount, in which case
such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause), the Consolidated Secured Leverage Ratio shall not exceed 3.50:1.00; and 

(t) Liens on the
Collateral, if such Liens rank junior to the Liens on such Collateral in relation to the Lien securing the Loans and the Subsidiary Guarantees; provided that such Liens shall be subject to the Junior Lien Intercreditor or Other Intercreditor
Agreement, as applicable. 
 For purposes of determining compliance with this definition,
(wv) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but


  
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may be incurred under any combination of such categories (including in part under one such category and in part under any other such category),
(xw) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Borrower
Representative shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition,
(yx) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (k)(1) above in respect
of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II) and clause (ii) of the definition of Maximum Incremental Facilities Amount (giving effect to the Incurrence of such portion of such Indebtedness), the Borrower Representative,
in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II)
and clause (ii) of the definition of Maximum Incremental Facilities Amount and the remainder of the Indebtedness as having been secured pursuant to one or more of the other applicable clauses of this definition
(other than clause (s)), (y) in the event that a portion of Indebtedness secured by a Lien could be classified in part pursuant to clause (s) above (giving effect to the
Incurrence of such portion of Indebtedness), the Borrower Representative, in its sole discretion, may classify such portion of Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (s) above and the
remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition (other than clause (k)(1) above in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i)(II) and clause
(ii) of the definition of “Maximum Incremental Facilities Amount”) and (z) if any Liens securing Indebtedness are Incurred to refinance Liens securing Indebtedness initially Incurred in reliance on a basket measured by
reference to a percentage of Consolidated Total Assets at the time of incurrence, and such refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the
date of such refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded so long as the principal amount of such Indebtedness secured by such Liens does not exceed the principal amount of such
Indebtedness secured by such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing.

 “Permitted Payment”: as defined in Subsection 8.2(b). 

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 
 “Plan”: at a
particular time, any employee benefit plan which is covered by ERISA and in respect of which any Borrower, Restricted Subsidiary or Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA. 

“Platform”: Intralinks, SyndTrak Online or any other similar electronic distribution system. 

“Preferred Stock”: as applied to the Capital Stock of any corporation or company, Capital Stock of any class or classes
(however designated) that by its terms is preferred as to the 

  
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payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation or company, over Capital Stock of any other class of
such corporation or company. 
 “Prepayment Date”: as defined in Subsection 4.4(h). 

“Purchase”: as defined in clause (4) of the definition of “Consolidated Coverage Ratio”. 

“Purchase Money Obligations”: any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise. 

“Qualified IPO”: the issuance by either Borrower or any Parent Entity of its
common equity interests or the sale by selling stockholders of common equity interests of either Borrower or any Parent Entity, in either case, in an underwritten public offering (other than a public offering pursuant to a registration statement on
Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether the offering is primary or secondary) and such equity interests are listed on a nationally-recognized stock exchange in the
U.S. 
 “Qualifying Lender”: as defined in Subsection 4.4(l)(iv)(3). 

“Rating Agency”: Moody’s or S&P or, if Moody’s or S&P or both shall not make a rating on the Term Loans
publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower Representative which shall be substituted for Moody’s or S&P or both, as the case may be. 

“Receivable”: a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person
is obligated to pay, as determined in accordance with GAAP. 
 “Recovery Event”: any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Parent Borrower or any Restricted Subsidiary constituting Collateral giving rise to Net Available Cash to the Parent Borrower or such Restricted
Subsidiary, as the case may be, in excess of $7,500,00010,000,000, to the extent that such settlement or payment does not constitute reimbursement or compensation for
amounts previously paid by the Parent Borrower or any Restricted Subsidiary in respect of such casualty or condemnation. 

“Reference Banks”: UBS AG, Stamford Branch, Natixis, New York Branch
and, Sumitomo Mitsui Banking Corporation, Deutsche Bank AG New York Branch, Goldman Sachs Bank USA or such additional or
other Lenders as may be appointed by the Administrative Agent and reasonably acceptable to the Borrower Representative, provided that, at any time, the maximum number of Reference Banks does not exceed five. 

  
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 “refinance”: refinance, refund, replace, renew, repay, modify, restate, defer,
substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in
this Agreement shall have a correlative meaning. 
 “Refinancing Agreement”: as defined in Subsection 8.3(c). 

“Refinancing Indebtedness”: Indebtedness that is Incurred to refinance Indebtedness (or unutilized commitments in respect of
Indebtedness) Incurred pursuant to this Agreement and the Loan Documents, the Senior ABL Facility and any Indebtedness (or unutilized commitments in respect of Indebtedness) existing on the
Closing Date and set forth on Schedule 8.1 or Incurred (or established) in compliance with this Agreement (including Indebtedness of either Borrower that refinances Indebtedness of the other Borrower or any Restricted Subsidiary (to the
extent permitted in this Agreement) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a
commitment that refinances any Indebtedness or unutilized commitment; provided that (1) if the Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness
(x) has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or, if shorter, the Maturity Date of the Initial Term
Loans), (y) has a weighted average life to maturity at the time such Refinancing Indebtedness is Incurred that is equal to or longer than the remaining weighted average life to maturity of the Indebtedness being refinanced (or, if
shorter, the remaining weighted average life to maturity of the Initial Term Loans) and (z) if an Event of Default under Subsection 9.1(a) or (f) is continuing, is subordinated in right of payment to the Term Loan
Facility Obligations to the same extent as the Indebtedness being refinanced, (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is
equal to or less than the sum of (x) the aggregate principal amount then outstanding of the Indebtedness being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced or
otherwise then outstanding under the financing arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn in compliance with Subsection 8.1 immediately prior to such refinancing, plus
(z) fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such Refinancing Indebtedness, (3) Refinancing Indebtedness shall not
include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of either Borrower or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary
pursuant to Subsection 8.1 or (y) Indebtedness of the Parent Borrower or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary and (4) if the Indebtedness being refinanced constitutes
Additional Obligations, Rollover Indebtedness, Permitted Debt Exchange Notes or Term Loan Facility Obligations incurred pursuant to Subsection 8.1(b)(i)(II)(a) (or Refinancing Indebtedness in respect of the foregoing Indebtedness),
(w) the Refinancing Indebtedness complies with the requirements of the definition of “Additional Obligations” (other than clause (ii) thereof), (x) if the Indebtedness being refinanced is unsecured and an Event
of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured,
and (y) if the Indebtedness being refinanced is secured by a Lien ranking junior to the Liens securing the Term Loan Facility 

  
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Obligations and an Event of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured or secured by a Lien ranking junior to the Liens
securing the Term Loan Facility Obligations and (z) if the Indebtedness being refinanced constitutes Term Loan Facility Obligations of the type described above in this clause (4), the Refinancing Indebtedness is
incurred pursuant to (and evidenced by) Additional Obligations Documents (without regard to clause (ii) of the definition of “Additional Obligations”) (and not this Agreement and the other Loan
Documents).. 
 “Refunding Capital
Stock”: as defined in Subsection 8.2(b)(i). 
 “Register”: as defined in Subsection 11.6(b)(iv).

 “Registration Rights Agreement”: the Registration Rights Agreement, dated as of the date
hereofDecember 23, 2013, by and among Parent and each of the stockholders of Parent from time to time party thereto. 

“Regulation D”: Regulation D of the Board as in effect from time to time. 

“Regulation S-X”: Regulation S-X promulgated by the SEC, as in effect on the Closing Date. 

“Regulation T”: Regulation T of the Board as in effect from time to time. 

“Regulation U”: Regulation U of the Board as in effect from time to time. 

“Regulation X”: Regulation X of the Board as in effect from time to time. 

“Reinvestment Period”: as defined in Subsection 8.4(b)(i). 

“Related Business”: those businesses in which the Parent Borrower or any of its Subsidiaries is engaged on the Closing Date,
or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. 

“Related Parties”: with respect to any Person, such Person’s affiliates and the partners, officers, directors, trustees,
employees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons of such person and of such person’s affiliates and “Related Party” shall mean any of them. 

“Related Taxes”: (x) any taxes, charges or assessments, including but not limited to sales, use, transfer,
rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by
income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent Entity other than to another Parent Entity), required to be paid by any Parent Entity by virtue of its being
incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Parent Borrower, any of its Subsidiaries or any Parent Entity), or being a holding
company parent of the Parent Borrower, any of its Subsidiaries or any Parent Entity or receiving dividends from or other distributions in respect of the Capital Stock of the Parent Borrower, any of its Subsidiaries or any Parent Entity, or having
guaranteed any obligations of the Parent Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Parent Borrower or any of its Subsidiaries is permitted to make payments to any Parent Entity


  
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pursuant to Subsection 8.2, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited
to receiving or paying royalties for the use thereof) relating to the business or businesses of the Parent Borrower or any Subsidiary thereof, (y) any taxes attributable to any taxable period (or portion thereof) ending on or prior to
the Closing Date, or to the consummation of any of the Transactions, or to any Parent Entity’s receipt of (or entitlement to) any payment in connection with the Transactions, including any payment received after the Closing Date pursuant to any
agreement related to the Transactions or (z) any other federal, state, foreign, provincial or local taxes measured by income for which any Parent Entity is liable up to an amount not to exceed, with respect to federal taxes, the amount
of any such taxes that the Parent Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Parent Borrower had filed a consolidated return on behalf of an affiliated group (as
defined in Section 1504 of the Code) of which it were the common parent, or with respect to state and local taxes, the amount of any such taxes that the Parent Borrower and its Subsidiaries would have been required to pay on a separate company
basis, or on a consolidated, combined, unitary or affiliated basis as if the Parent Borrower had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state or local tax laws for
filing such return) consisting only of the Parent Borrower and its Subsidiaries. Taxes include all interest, penalties and additions relating thereto. 

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30
day notice period is waived under Section 21, 22, 23, 24, 25, 27 or 28 of PBGC Regulation Section 4043 or any successor regulation thereto. 

“Repricing Transaction”: other than in connection with a transaction involving a Change of Control, the
prepayment in full, refinancing, substitution or replacement of all or a portion of the Initial Term Loans by the Borrowers with the proceeds of secured term loans
(including any new, amended or additional loans or Term Loans under this Agreement including any Specified Refinancing Term Loans, whether as a result of an amendment to this Agreement (including in connection with any refinancing transaction
permitted under Subsection 11.6(g) effecting a prepayment in full of the Initial Term Loans) or otherwise) having an effective interest cost or weighted average yield (as determined prior to such prepayment by the
Administrative Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement, structuring, syndication or commitment fees in connection therewith, and excluding any performance or ratings based pricing grid
that could result in a lower interest rate based on future performance, but including any LIBOR Rate floor or similar floor that is higher than the then applicable LIBOR Rate) that is less than the interest rate for or weighted average yield (as
determined prior to such prepayment by the Administrative Agent on the same basis) of the Initial Term Loans, including(including, without limitation, as may be effected through
any amendment, waiver or modification to this Agreement relating to the interest rate for, or weighted average yield of, the Initial Term
Loans.), (a) if the primary purpose of such prepayment, refinancing, substitution, replacement, amendment, waiver or modification is (as reasonably determined by the
Parent Borrower in good faith) to refinance the Initial Term Loans at a lower “effective yield” (taking into account, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such
financing, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any
fluctuations in the Adjusted LIBOR Rate, but including any LIBOR floor or similar floor that is higher than the then Adjusted LIBOR Rate), (b) if the prepayment, refinancing, substitution, replacement, amendment, waiver or modification is
effectuated by the incurrence by the Parent Borrower or any Subsidiary of new Indebtedness, such new Indebtedness is first lien secured bank financing, and (c) if such prepayment, refinancing, substitution, replacement, amendment, waiver or
modification results in first lien secured bank financing having an “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Parent Borrower, consistent with generally accepted financial practices,
after giving effect to, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing (calculated based on assumed four-year average life and without present value discount), but
excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and 


  
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without taking into account any fluctuations in the Adjusted LIBOR Rate, but including any LIBOR floor or similar floor that is higher than
the then applicable Adjusted LIBOR Rate) that is less than the “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Parent Borrower, on the same basis) of the Initial Term Loans prior to being
so prepaid, refinanced, substituted or replaced or subject to such amendment, waiver or modification to this Agreement. 

“Required Lenders”: Lenders the Term Credit Percentages of which aggregate greater than 50.0%. 

“Requirement of Law”: as to any Person, the Organizational Documents of such Person, and any law, statute, ordinance, code,
decree, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any of its material
property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real properties; provided that the foregoing shall not apply to any non-binding recommendation of any Governmental Authority.

 “Responsible Officer”: as to any Person, any of the following officers of such Person: (a) the chief
executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, the treasurer, the controller or the Vice President–Finance (or substantial equivalent) of such Person, (b) any
vice president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, in each case who has been designated in writing to the Administrative Agent or the Collateral Agent as a Responsible
Officer by such chief executive officer or president of such Person or, with respect to financial matters, by such chief financial officer of such Person, (c) with respect to Subsection 7.7 and without limiting the foregoing, the
general counsel of such Person and (d) with respect to ERISA matters, the senior vice president–human resources (or substantial equivalent) of such Person. 

“Restricted Investment”: any Investment other than a Permitted Investment. 

“Restricted Payment”: as defined in Subsection 8.2(a). 

“Restricted Payment Transaction”: any Restricted Payment permitted pursuant to Subsection 8.2, any Permitted Payment,
any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions
contained in clauses (ii) and (iii) of such definition). 
 “Restricted Subsidiary”: any Subsidiary of the Parent
Borrower (or, if the context so requires, the OpCo Borrower) other than an Unrestricted Subsidiary. 
 “Rollover
Indebtedness”: Indebtedness of a Loan Party issued to any Lender in lieu of such Lender’s pro rata portion of any repayment of Term Loans made pursuant to Subsection 4.4(a) or (e); so long as (other than in connection
with a refinancing in full of the Facilities) such Indebtedness would not have a weighted average life to maturity earlier than the remaining weighted average life to maturity of the Term Loans being repaid. 

  
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 “S&P”: Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc., and its successors. 
 “Sale”: as defined in clause (3) of the definition of
“Consolidated Coverage Ratio”. 
 “SEC”: the United States Securities and Exchange Commission. 

“Second Amendment Effective Date”: October 24, 2014. 

“Secured Parties”: the “Secured Parties” as defined in the Guarantee and Collateral Agreement. 

“Securities Act”: the Securities Act of 1933, as amended from time to time. 

“Security Documents”: the collective reference to each Mortgage related to any Mortgaged Fee Property, the Guarantee and
Collateral Agreement and all other similar security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on any asset or assets of any Person to secure the obligations and liabilities of the Loan Parties hereunder
and/or under any of the other Loan Documents or to secure any guarantee of any such obligations and liabilities, including any security documents executed and delivered or caused to be delivered to the Collateral Agent pursuant to Subsection
7.9(a), 7.9(b) or 7.9(c), in each case, as amended, supplemented, waived or otherwise modified from time to time. 

“Senior ABL Facility”: the collective reference to the Senior ABL Facility Agreement, any ABL Facility Documents, any notes
and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original
Senior ABL Agreement or one or more other credit agreements, indentures or financing agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Facility). Without
limiting the generality of the foregoing, the term “Senior ABL Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Parent Borrower as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms
and conditions thereof. 
 “Senior ABL Facility Agreement”: the Credit Agreement, dated as of the date
hereofDecember 23, 2013, among the Borrowers, the lenders and other financial institutions party thereto from time to time and UBS AG, Stamford Branch, as administrative agent and
collateral agent thereunder, as such agreement may be amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, 

  
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increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided
under the original Senior ABL Facility Agreement or one or more other credit agreements or otherwise, unless such agreement, instrument or other document expressly provides that it is not intended to be and is not a Senior ABL Facility Agreement).
Any reference to the Senior ABL Facility Agreement hereunder shall be deemed a reference to each Senior ABL Facility Agreement then in existence. 

“Set”: the collective reference to Eurodollar Loans of a single Tranche, the then current Interest Periods with respect to
all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans shall originally have been made on the same day). 

“Settlement Service”: as defined in Subsection 11.6(b). 

“Shareholders Agreement”: the Shareholders Agreement, dated as of the date
hereofDecember 23, 2013, by and among Investor, Deere and Parent, as amended, supplemented, waived or otherwise modified from time to time. 

“Single Employer Plan”: any Plan which is covered by Title IV or Section 302 of ERISA or Section 412 of the Code,
but which is not a Multiemployer Plan. 
 “SOH”: SiteOne Holding LLC, a
Delaware limited liability company (formerly known as JDA Holding LLC), and any successor in interest thereto. 
 “Solicited
Discounted Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(1). 
 “Solicited Discounted Prepayment
Notice”: an irrevocable written notice of the Borrower Solicitation of Discounted Prepayment Offers made pursuant to Subsection 4.4(l)(iv) substantially in the form of Exhibit P. 

“Solicited Discounted Prepayment Offer”: the irrevocable written offer by each Lender, substantially in the form of
Exhibit Q, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice. 

“Solicited Discounted Prepayment Response Date”: as defined in Subsection 4.4(l)(iv)(1). 

“Solicited Discount Proration”: as defined in Subsection 4.4(l)(iv)(3). 

“SOLS”: SiteOne Landscape Supply LLC, a Delaware limited liability company
(formerly known as John Deere Landscapes LLC), and any successor in interest thereto. 
 “Solvent” and
“Solvency”: with respect to the Parent Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date means (i) the Fair Value and Present Fair Salable Value of the
assets of the Parent Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent 

  
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Liabilities; (ii) the Parent Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Parent Borrower and its Subsidiaries
taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized terms used in this definition (other than “Parent
Borrower”, “Closing Date”, “Transactions” and “Subsidiary” which have the meanings set forth in this Agreement) shall have the meaning assigned to such
terms in the form of solvency certificate attached hereto as Exhibit H). 

“Special Distribution”: any dividend or any other payment whether direct or
indirect (other than dividends payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or any payment on account of, or any setting apart of assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Parent Borrower (other than any acquisition of Capital Stock deemed to occur upon the exercise of
options if such Capital Stock represents a portion of the exercise price thereof) or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or any other distribution (other than (x) distributions
payable solely in common stock of the Parent Borrower or (y) options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of
the Parent Borrower; provided that the aggregate amount of such Special Distribution outstanding at any time shall not exceed $176,000,000. 

“Special Purpose Entity”: (x) any Special Purpose Subsidiary or (y) any other Person that is engaged
in the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts and /or other
receivables, and/or related assets and/or (ii) financing or refinancing in respect of Capital Stock of any Special Purpose Subsidiary. 

“Special Purpose Financial Statements”: as defined in Subsection
5.1(a). 
 “Special Purpose Financing”: any financing or refinancing of assets consisting of or
including Receivables of the Parent Borrower or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition (including any financing or refinancing in respect of Capital Stock
of a Special Purpose Subsidiary held by another Special Purpose Subsidiary). 
 “Special Purpose Financing Expense”: for
any period, (a) the aggregate interest expense for such period on any Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to the Parent Borrower or any Restricted Subsidiary
that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special Purpose Financing Fees. 

“Special Purpose Financing Fees”: distributions or payments made directly or by means of discounts with respect to any
participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing. 

  
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 “Special Purpose Financing Undertakings”: representations, warranties,
covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Parent Borrower or any of its Restricted Subsidiaries that the Borrower
Representative determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is
understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement
purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Parent Borrower or any Restricted Subsidiary, in respect of any Special
Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower Representative, which determination shall be conclusive) in connection with any
Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by
any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary
by the Parent Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary. 
 “Special Purpose
Subsidiary”: any Subsidiary of the Parent Borrower that (a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the
Uniform Commercial Code as in effect in any jurisdiction from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all
rights (contractual and other), collateral and other assets relating thereto, and /or (ii) owning or holding Capital Stock of any Special Purpose Subsidiary and/or engaging in any financing or refinancing in respect thereof, and
(y) any business or activities incidental or related to such business, and (b) is designated as a “Special Purpose Subsidiary” by the Borrower Representative. 

“Specified Discount”: as defined in Subsection 4.4(l)(ii)(1). 

“Specified Discount Prepayment Amount”: as defined in Subsection 4.4(l)(ii)(1). 

“Specified Discount Prepayment Notice”: an irrevocable written notice of the Borrower Offer of Specified Discount Prepayment
made pursuant to Subsection 4.4(l)(ii) substantially in the form of Exhibit R. 
 “Specified Discount Prepayment
Response”: the written response by each Lender, substantially in the form of Exhibit S, to a Specified Discount Prepayment Notice. 

“Specified Discount Prepayment Response Date”: as defined in Subsection 4.4(l)(ii)(1). 

“Specified Discount Proration”: as defined in Subsection 4.4(l)(ii)(3). 

  
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 “Specified Existing Term Tranche”: as defined in
Subsection 2.10(a)(ii). 
 “Specified Refinancing Amendment”: an amendment to this Agreement effecting the
incurrence of such Specified Refinancing Facilities in accordance with Subsection 2.11. 
 “Specified Refinancing
Indebtedness: Indebtedness incurred by the Borrowers pursuant to and in accordance with Subsection 2.11. 
 “Specified
Refinancing Facilities”: as defined in Subsection 2.11(a). 
 “Specified Refinancing Lenders”: as
defined in Subsection 2.11(b). 
 “Specified Refinancing Term Loan Facilities”: as defined in
Subsection 2.11(a). 
 “Specified Refinancing Term Loans”: as defined in Subsection 2.11(a). 

“Specified Refinancing Tranche”: Specified Refinancing Facilities with the same terms and conditions made on the same day and
any Supplemental Term Loans in respect thereof added to such Tranche pursuant to Subsection 2.8. 

“Specified Representations”: the representations set forth in (x) the
last sentence of Subsection 5.2, (y) Subsections 5.3(a), 5.4 (other than the second sentence thereof), (as relates to the incurrence of the Loans,
the provision of guarantees and granting of security not violating the Organizational Documents of any Loan Party) 5.5(c), 5.11, 5.13 (subject to the limitations set forth in
the proviso to Subsections 6.1(a), 6.1(h) and 6.1(i)), 5.21(a) and (as relates to the use of proceeds of the Loans on the Closing Date not violating
OFAC) 5.21(b) and (z) the first sentence of Subsection 5.14. 

“Sponsor”: CD&R. 

“Stated Maturity”: with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the
payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof
upon the happening of any contingency). 
 “Statutory Reserves”: for any day as applied to a Eurodollar Loan, the average
maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City
with deposits exceeding $1,000,000,000 against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements
without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D. 

“Submitted Amount”: as defined in Subsection 4.4(l)(iii)(1). 

“Submitted Discount”: as defined in Subsection 4.4(l)(iii)(1). 

“Subordinated Obligations”: any Indebtedness of the Parent Borrower (whether outstanding on the Closing Date or thereafter
Incurred) that is expressly subordinated in right of payment to the Term Loan Facility Obligations pursuant to a written agreement. 

“Subsection 2.10 Additional Amendment”: as defined in Subsection 2.10(c). 

  
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 “Subsidiary”: as to any Person, a corporation, partnership, limited liability
company or other entity (a) of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to
elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent Borrower. 

“Subsidiary Guarantor”: (x) each Domestic Subsidiary (other
than either Borrower and any Excluded Subsidiary) of the Parent Borrower which executes and delivers a Subsidiary Guaranty pursuant to Subsection 7.9 or otherwise, in each case, unless and until such time as the respective Subsidiary
Guarantor (a) ceases to constitute a Domestic Subsidiary of the Parent Borrower in accordance with the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or
(c) is released from all of its obligations under the Subsidiary Guaranty in accordance with terms and provisions thereof. and (y) each other Subsidiary of the
Parent Borrower which the Parent Borrower causes to execute and deliver a Subsidiary Guaranty pursuant to the last sentence of Subsection 7.9(b) or otherwise, in each case, unless and until such time as the respective Subsidiary Guarantor
(a) ceases to constitute a Subsidiary of the Parent Borrower in accordance with the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released from all of its
obligations under the Subsidiary Guaranty in accordance with terms and provisions thereof. 
 “Subsidiary Guaranty”:
the guaranty of the Term Loan Facility Obligations of the Borrowers under the Loan Documents provided pursuant to the Guarantee and Collateral Agreement. 

“Successor Borrower”: as defined in Subsection 8.7(a)(i). 

“Supplemental Term Loan Commitments”: as defined in Subsection 2.8(a). 

“Supplemental Term Loans”: Term Loans made in respect of Supplemental Term Loan Commitments. 

“Tax Sharing Agreement”: the Tax Sharing Agreement, dated as of the Closing
DateDecember 23, 2013, among Parent, the Parent Borrower and its other Subsidiaries, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“Taxes”: any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority. 
 “Temporary Cash
Investments”: any of the following: (i) any investment in (x) direct obligations of the United States of America, a member state of the European Union or any country in whose currency funds are being held pending
their application in the making of an 

  
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investment or capital expenditure by the Parent Borrower or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed
by the United States of America or a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Parent Borrower or a Restricted
Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States
of America rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by
any nationally recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks,
similar instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under this Agreement or any Senior ABL Facility or any affiliate thereof or (y) a
bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250,000,000 (or the
foreign currency equivalent thereof) and whose long-term debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or
Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying securities or
instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after
the date of acquisition, issued by a Person (other than that of the Parent Borrower or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or
“A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating
organization), (v) Investments in securities maturing not more than one year after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists,
the equivalent of such rating by any nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than of the Parent Borrower or any of its Subsidiaries) having a rating of “A” or higher by S&P or
“A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating
organization), (vii) investment funds investing 95.0% of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold reasonable amounts of cash pending investment and/or
distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and
surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as
amended and (ix) similar investments approved by the Board of Directors in the ordinary course of business. 

  
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 “Term Credit Percentage”: as to any Lender at any time, the percentage of the
aggregate outstanding Term Loans (if any) of the Lenders and aggregate unused Term Loan Commitments of the Lenders (if any) then constituted by such Lender’s outstanding Term Loans (if any) and such Lender’s unused Term Loan Commitments
(if any). 
 “Term Loan Commitment”: as to any Lender, the aggregate of its Initial Term Loan Commitments, Incremental Term
Loan Commitments and Supplemental Term Loan Commitments; collectively as to all Lenders the “Term Loan Commitments”. 

“Term Loan Facility Obligations”: obligations of the Loan Parties from time to time arising under or in respect of the due
and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during (or would accrue but for) the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Term Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Loan Parties under the Loan Documents. 
 “Term Loan Priority
Collateral”: as defined in the ABL/Term Loan Intercreditor Agreement, whether or not the same remains in full force and effect. 

“Term Loans”: the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, as
the context requires. 
 “Trade Payables”: with respect to any Person, any accounts payable or any indebtedness or monetary
obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services. 

“Tranche”: with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are
(1) Initial Term Loans or Initial Term Loan Commitments, (2) Incremental Loans or Incremental Term Loan Commitments with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche
pursuant to Subsection 2.8, (3) Extended Term Loans (of the same Extension Series), or (4) Specified Refinancing Term Loan Facilities with the same terms and conditions made on the same day and any Supplemental Term
Loans added to such Tranche pursuant to Subsection 2.8. 
 “Transaction Agreements”: collectively,
(i) the Investment Agreement, (ii) the CD&R Indemnification Agreement, (iii) the Deere Indemnification Agreement, (iv) the CD&R Consulting Agreement, (v) the Deere Consulting
Agreement, (vi) the Transition Services Agreement, (vii) the Shareholders Agreement, (viii) the Registration Rights Agreement, (ix) the Intellectual Property Assignment Agreement and
(x) any agreement primarily providing for 

  
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indemnification and/or contribution for the benefit of any Permitted Holder in respect of liabilities resulting from, arising out of or in connection with, based upon or relating to
(a) any management, consulting, advisory, financing, underwriting or placement services or other investment banking activities to, for or in respect of any Parent Entity or any of its Subsidiaries, (b) any offering of
securities or other financing activity or arrangement of or by any Parent Entity or any of its Subsidiaries or (c) any action or failure to act of or by any Parent Entity or any of its Subsidiaries (or any of their respective
predecessors), in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. 

“Transactions”: collectively, any or all of the following:
(ia) the entry into the Investment Agreement and the consummation of the transactions contemplated thereby, including the JDL
Acquisition, (ii) the entry into this Agreement and the Loan Documents and the Incurrence of Indebtedness thereunder, (iii) the entry into the ABL Facility Documents and the Incurrence of
Indebtedness thereunder, (iv) the Equity Contribution, and (v) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the
foregoing).Incremental Term Loan Lenders (as defined in the Third Amendment) will make the Initial Term Loans and (b) the proceeds of the Initial Term Loans will be used
(i) directly or indirectly to pay the Special Distribution to the Sponsor, certain Management Investors and other equity investors, (ii) to repay all existing Term Loans outstanding under the Original Credit Agreement immediately prior to
the incurrence of the Initial Term Loans on the Closing Date, (iii) to pay a portion of the loans outstanding under the ABL Facility as of the Closing Date, (iv) to pay fees and expenses incurred in connection with the foregoing and
(v) to finance the working capital, capital expenditures, business requirements and for other purposes of the Parent Borrower and its Subsidiaries not prohibited by this Agreement. 

“Transferee”: any Participant or Assignee. 

“Transition Services Agreement”: the Transition Services Agreement, dated as of the date
hereofDecember 23, 2013, by and between JDLSOLS and Deere, as amended, supplemented, waived or
otherwise modified from time to time. 
 “Treasury Capital Stock”: as defined in Subsection 8.2(b)(i). 

“Type”: the type of Loan determined based on the interest option applicable thereto, with there being two Types of Loans
hereunder, namely ABR Loans and Eurodollar Loans. 
 “UCC”: the Uniform Commercial Code as in effect in the State of New
York from time to time. 
 “United States Person”: any United States person within the meaning of Section 7701(a)(30)
of the Code. 
 “Unrestricted Cash”: at any date of determination, the aggregate amount of cash, Cash Equivalents and
Temporary Cash Investments included in the cash accounts that would be listed on the consolidated balance sheet of the OpCoParent Borrower prepared in accordance with GAAP
as of the end of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the
OpCoParent Borrower are available to the extent such cash is not classified as “restricted” for financial statement purposes (unless so classified solely because
of any provision under the Loan Documents or any other agreement or instrument governing other Indebtedness that is subject to the ABL/Term Loan Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor


  
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Agreement governing the application thereof or because they are subject to a Lien securing Indebtedness that is subject to the ABL/Term Loan Intercreditor Agreement, the Junior Lien Intercreditor
Agreement or any Other Intercreditor Agreement) excluding, however, the proceeds from any Incurrence of Indebtedness borrowed on the date of such determination that are not (in the good faith judgment of the Borrower Representative) intended to be
used for working capital purposes. 
 “Unrestricted Subsidiary”: (i) any Subsidiary of the Parent Borrower that
at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
of the Parent Borrower (including any newly acquired or newly formed Subsidiary of the Parent Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds
any Lien on any property of, the Parent Borrower or any other Restricted Subsidiary of the Parent Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to
the Closing Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under
Subsection 8.2 and (D) immediately after such designation, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (1) (x) the Parent Borrower could Incur at least $1.00 of additional Indebtedness under Subsection
8.1(a), (y) the Consolidated Coverage Ratio would be equal to or greater than it was immediately prior to giving effect to such designation, or (z) such
Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to Subsection 8.1(b) and
(2) immediately after such designation, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Administrative
Agent by promptly filing with the Administrative Agent a copy of the resolution of the Borrower Representative’s Board of Directors giving effect to such designation and a certificate of a Responsible Officer of the Borrower Representative
certifying that such designation complied with the foregoing provisions. 
 “U.S. Tax Compliance Certificate”: as defined
in Subsection 4.11(b)(ii)(2). 
 “Voting Stock”: as to any entity, all classes of Capital Stock of such entity then
outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. 

“Wholly Owned Subsidiary”: as to any Person, any Subsidiary of such Person of which such Person owns, directly or indirectly
through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees. 

1.2 Other Definitional and Interpretive Provisions. Unless otherwise specified therein, all terms defined in this Agreement shall have
the defined meanings when used in any Notes, any other Loan Document or any certificate or other document made or delivered pursuant hereto. 

(a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP. 

  
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 (b) The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement unless otherwise
specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Any reference herein to any
Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Parent Borrower shall be construed to include financial statements of the Parent Borrower or any
Parent Entity whose financial statements satisfy the Parent Borrower’s reporting obligations under Subsection 7.1. 

(c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion
thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the JDL
AcquisitionTransactions as if itthey had occurred at the beginning of such four-quarter period; and
each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter
period. 
 (d) For purposes of this Agreement and any other Loan Document, (i) for
periods ending on or prior to the Closing Date, references to the consolidated financial statements of the OpCo Borrower shall be to the Special Purpose Financial Statements and the financial statements of the OpCo Borrower as of and for the period
ending October 31, 2013 (the “OpCo October 2013 Financial Statements”), as the context requires, and (ii) in connection with (x) the Special Purpose
Financial Statements, the OpCo October 2013 Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending December 31, 2013 (together with the OpCo October 2013 Financial Statements, the
“OpCo October/December 2013 Financial Statements”), (y) other financial statements to the extent they include comparisons to the Special Purpose Financial Statements or the OpCo
October/December 2013 Financial Statements or (z) determining any financial ratio or making any financial calculation that includes a period ending on or prior to December 31, 2013, references to GAAP shall in each
case be deemed to be to GAAP except as set forth in the Basis of Presentation Agreement; provided that nothing in this clause (d) shall require the delivery of combined or consolidated financial statements or other
similar materials for or with respect to any Borrower, except as otherwise specifically required by this Agreement. 

(d)
[Reserved]. 
 (e) Any financial ratios required to be satisfied
in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). 
 (f) Any
references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other
applicable amount which would otherwise be duplicated therein. 
 (g) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms. 

  
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 (h) In connection with any action being taken in connection with a Limited
Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any
such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements
for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date
the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be
continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. 

(i) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: 

(i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage
Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or 
 (ii) testing baskets set forth
in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); 
 in each case, at the option of the Borrower Representative
(the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be
deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to
be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for
which consolidated financial statements of the OpCoParent Borrower are available, such Borrower could have taken such action on the relevant LCA Test Date in compliance
with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and any of the ratios or baskets for which compliance was determined or
tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the
OpCoParent Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or
ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCA Election for any Limited Condition Acquisition, then in
connection with theany subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted
Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or 

  
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substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which
such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition
Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof)
have been consummated. 
 (j) For purposes of this Agreement and any other Loan Document, references to Consolidated
Interest Expense, Designated Preferred Stock and Indebtedness of the OpCo Borrower shall in each case be deemed to include, without duplication of any such amounts already so included, Consolidated Interest Expense, Designated Preferred Stock and
Indebtedness of the Parent Borrower, including for purposes of determining or calculating Consolidated Coverage Ratio, Consolidated Secured Indebtedness, Consolidated Secured Leverage Ratio, Consolidated Total Indebtedness, Consolidated Total
Leverage Ratio and Excess Cash Flow, 
 (k) As of the First Amendment Effective Date, for purposes of this
Agreement and any other Loan Document, (x) any of the OpCo Borrower’s obligations under Subsection 7.1 of this Agreement or under any other Loan Document to deliver the OpCo Borrower’s financial statements for any period may be
satisfied by the furnishing of the Parent Borrower’s financial statements for the corresponding period that meet the requirements, mutatis mutandis, as those otherwise applicable to the OpCo Borrower’s financial statements for such period
under Subsection 7.1 of the Agreement or under any other Loan Document, as applicable, and (y) with respect to any period for which the Parent Borrower’s financial statements have been furnished as provided in the preceding clause (x),
(i) references to the financial statements of the OpCo Borrower for such period, shall be deemed to be references to the corresponding financial statements of the Parent Borrower for such period, (ii) for purposes of the defined terms
“Fiscal Year” and “Most Recent Four Quarter Period”, references as to the OpCo Borrower shall be deemed to be references to the Parent Borrower, (iii) for purposes of all calculations and determinations contained in the
defined terms “Acquisition Indebtedness”, “Capital Expenditures”, “Consolidated Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated Net Income”,
“Consolidated Secured Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated Total Assets”, “Consolidated Total Indebtedness”, “Consolidated Total Leverage Ratio”, “Consolidated
Working Capital”, “Consolidation”, “Domestic Borrowing Base”, “Excess Cash Flow” and “Foreign Borrowing Base”, all defined terms in this Agreement to the extent used in or relating to any of the foregoing
definitions and all ratios and computations based on any of the foregoing definitions, references to the OpCo Borrower and its Restricted Subsidiaries on a consolidated basis shall be deemed to be references to the Parent Borrower and its Restricted
Subsidiaries on a consolidated basis, and (iv) any and all provisions relating to the financial statements and/or accounting periods of the OpCo Borrower shall be modified, mutatis mutandis, to account for the changes contemplated by the
preceding clauses (i), (ii) and (iii). 
 1.3 Borrower Representative. Each Borrower hereby designates the OpCo
Borrower as its Borrower Representative. The Borrower Representative will act as agent on each Borrower’s behalf for the purposes of issuing notices of Borrowing and notices of conversion/continuation of any Loans pursuant to Sections 2
and 4 or similar notices, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan
Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. The Borrower Representative hereby accepts such appointment. Each Borrower agrees that
each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable
against such Borrower to the same extent as if the same had been made directly by such Borrower. Following any merger of the Parent Borrower with the OpCo Borrower, notwithstanding which entity is the survivor of such merger, all references herein
to the Parent Borrower, the OpCo Borrower, the Borrower Representative and the Borrowers shall be deemed to be references to the survivor of such merger and the preceding sentences of this Subsection 1.3 shall no longer apply. 

SECTION 2  
 Amount and
Terms of Commitments 
 2.1 Initial Term Loans. Subject to the terms and conditions hereof, each Lender holding an Initial Term
Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set
forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: 

(i) except as hereinafter provided, shall, at the option of the Borrower Representative, be incurred and maintained as, and/or
converted into, ABR Loans or Eurodollar Loans; and 
 (ii) shall be made by each such Lender in an aggregate principal amount
which does not exceed the Initial Term Loan Commitment of such Lender. 

  
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 Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date
(after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. 

2.2 Notes. (a) The Borrowers agree that, upon the request to the
Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrowers will execute and deliver to such Lender a
promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and
principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrowers. Each Note shall
be dated the Closing Date and shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. 

(b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 31,
2014June 30, 2016 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts,
subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then
outstanding): 
  

			
	 Date
	  	 Amount

	Each March 31, June 30, September 30 and December 31 ending prior to the Initial Maturity Date	  	0.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date
		
	Initial Maturity Date	  	all unpaid aggregate principal amounts of any outstanding Initial Term Loans

 2.3 Procedure for Initial Term Loan Borrowing. The Borrower Representative shall have given the
Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 9:00 A.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be
irrevocable after funding) on the Closing Date specifying the amount of the Initial Term Loans to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial
Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loan Commitments available to the Administrative Agent, in each case for the account of the Parent Borrower, at the office of the Administrative Agent specified in
Subsection 11.2 prior to 10:00 A.M., New York City time (or, if the time period for the Borrower Representative’s delivery of notice was extended, such later time as agreed to by the Borrower Representative and the Administrative Agent
in its reasonable discretion, but in no event less than one hour following notice), on the Closing Date in funds immediately available to 

  
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the Administrative Agent. The Administrative Agent shall on such date credit the account of each Borrower on the books of the Administrative Agent with the aggregate of the amounts made available
to the Administrative Agent for such Borrower by the Lenders and in like funds as received by the Administrative Agent. 
 2.4 [Reserved].

 2.5 Repayment of Loans. (a) The Borrowers hereby, jointly and
severally, unconditionally promise to pay to the Administrative Agent in Dollars for the account of each Lender the then unpaid principal amount of each Initial Term Loan of such Lender made to the Borrowers, on the Initial Term Loan Maturity Date
(or such earlier date on which the Initial Term Loans become due and payable pursuant to Section 9). The Borrowers hereby further, jointly and severally, agree to pay interest on the unpaid principal amount of such Initial Term Loans
from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Subsection 4.1. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Borrowers
to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. 

(c) The Administrative Agent shall maintain the Register pursuant to Subsection 11.6(b), and a subaccount therein for each Lender, in
which shall be recorded (i) the amount of each Loan made hereunder, the Type thereof, the Borrowers to which such Loan is made, and each Interest Period, if any, applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each of the Borrowers to each applicable Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from each of the Borrowers and each
applicable Lender’s share thereof. 
 (d) The entries made in the Register and the accounts of each Lender maintained pursuant to
Subsection 2.5(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each of the Borrowers therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender
in accordance with the terms of this Agreement. 
 2.6 [Reserved]. 

2.7 [Reserved]. 
 2.8
Incremental Facilities. (a) So long as no Event of Default under Subsection 9.1 (a) or (f) exists or would arise therefrom, the Borrower
Representative shall have the right, at any time and from time to time after the Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the
“Incremental Term Loan Commitments”), (ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to a Tranche of Term Loans (the “Supplemental Term Loan Commitments”),
(iii) to request new commitments under one or more 

  
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new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”), and (iv) to request new letter of credit facility commitments
under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the
Incremental Revolving Commitments, the “Incremental Commitments”); provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.8 shall not exceed, at the time
the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness to refinancing
suchrefinance other Indebtedness), the Maximum Incremental Facilities Amountan amount that could then be
Incurred in compliance with Subsection 8.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount”, the Borrower
Representative shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such
test), and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental
Facilities Amount”, the Borrower Representative shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment
and (iv) no Incremental Revolving Commitments or Incremental Letter of Credit Commitments may be included in this Agreement unless the aggregate amount of Initial Term Loan Commitments plus Incremental Term Loan Commitments
plus Supplemental Term Loan Commitments exceeds $200,000,000. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each
Incremental Commitment made available pursuant to this Subsection 2.8 shall be in a minimum aggregate amount of at least $5,000,000 and in integral multiples of $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as
agreed to by the Administrative Agent in its reasonable discretion). 
 (b) Each request from the Borrower Representative pursuant to this
Subsection 2.8 shall set forth the requested amount and proposed terms of the relevant Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or financial
institution (any such bank or other financial institution, an “Additional Incremental Lender”, and the Additional Incremental Lenders together with any existing Lender providing Incremental Commitments, the “Incremental
Lenders”); provided that if such Additional Incremental Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent (in each case, such consent not to be
unreasonably withheld, conditioned or delayed) shall be required (it being understood that any such Additional Incremental Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis,
to the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment). 
 (c)
Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans to be increased, executed by the Borrower Representative and each increasing Lender substantially in the
form attached hereto as Exhibit I-1 (the “Increase Supplement”) or by each Additional Incremental Lender substantially in the form attached hereto as Exhibit I-2 (the “Lender Joinder Agreement”), as
the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental Lender shall be a Lender for all intents and purposes of this
Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan under the applicable Tranche of Term Loans. 

  
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 (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become
commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers and each applicable Incremental Lender. An
Incremental Commitment Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower Representative and the Administrative Agent, to effect the
provisions of this Subsection 2.8; provided, however, that (i) (A) the Incremental Commitments will not be guaranteed by any Subsidiary of the Parent Borrower other than the Subsidiary Guarantors, and
will be secured on a pari passu or (at the Borrower Representative’s option) junior basis by the same Collateral securing the Initial Term Loans (so long as any such Incremental Commitments (and related Obligations) are subject to
the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement), (B) the Incremental Commitments and any incremental loans
drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower Representative’s option) junior to the Initial Term Loans, (C) no Incremental Commitment Amendment may
provide for any Incremental Commitment or any Incremental Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Initial Term Loans and (D) so long as any Initial Term Loans are outstanding,
no Incremental Commitment Amendment may provide for any mandatory prepayment from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all
or in part, with Incremental Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was contemplated by any definitive agreement in respect of such acquisition and in a manner not otherwise prohibited by this
Agreement) or Recovery Event or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans pursuant to Subsection
4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi)); (ii) no Lender will be required to provide any such Incremental Commitment
unless it so agrees; (iii) the maturity date of any Incremental Revolving Commitment shall be no earlier than, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the Termination Date (as
defined in the Senior ABL Facility Agreement); (iv) the maturity date and the weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Initial Term Loan
Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to
customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date than the Initial Term Loan Maturity Date or a shorter weighted average life to
maturity than the remaining weighted average life to maturity of the Initial Term Loans, as applicable); (v) the interest rate margins and (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to
the Incremental Commitments shall be determined by the Borrower Representative and the applicable Incremental Lenders; provided that in the event that the applicable interest rate 

  
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margins for any term loans Incurred by the Borrowers under any Incremental Term Loan Commitment made on or prior to the date that is
1812 months after the Closing Date, are higher than the applicable interest rate margin for the Initial Term Loans by more than 50 basis points, then the
Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment
minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Initial Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront
fees payable generally to all participating Incremental Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Lenders under the Initial Term Loans or any Incremental Term Loan in the initial
primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity) (provided that, if the Initial Term Loans are issued in a manner such that all Initial Term
Loans were not issued with a uniform amount of OID or upfront fees within the Tranche of Initial Term Loans, the amount of OID and upfront fees attributable to the entire Tranche of Initial Term Loans shall be determined on a weighted average
basis); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Incremental Lenders providing such Incremental Term Loans shall be excluded;
(C) any amendments to the Applicable Margin on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of such Incremental Term Loans shall also be included in such calculations and
(D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of
determining whether an increase to the Applicable Margin for the Initial Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term Loans would cause an increase in the interest rate then in effect
thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount; (vi) such Incremental Commitment Amendment may provide (1) for the
inclusion, as appropriate, of Additional Incremental Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder, (2) class voting and other class protections for any additional credit
facilities, (3) for the amendment of the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b), in each case
only to extend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the
remaining weighted average life to maturity of such Incremental Term Loans, as applicable, (4) in the case of an Incremental Revolving Commitment or an Incremental Letter of Credit Commitment, provide for amendments and
modifications necessary or desirable to account for the Incremental Revolving Commitments and Incremental Letter of Credit Commitments to be included in this Agreement, in each case on terms agreed by the Borrower Representative and the Lenders
providing such Commitments (including any swingline lender or issuing lender) and (5) for the amendment of clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment
protections to apply to such Incremental Term Loans; and (vii) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment
Amendment, shall otherwise be reasonably satisfactory to the Borrower Representative; provided that to the extent 

  
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such terms and documentation are not consistent with, in the case of Incremental Term Loans, the terms and documentation governing the Initial Term Loans (except to the extent permitted by
clauses (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Borrower Representative and the Administrative Agent. 

2.9 Permitted Debt Exchanges. (a) Notwithstanding anything to the
contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower Representative to all Lenders (other than any Lender that, if requested by the
Borrower Representative, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the
Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the Borrower Representative, the Borrowers may from time to time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche for
Additional Obligations in the form of notes (such notes, “Permitted Debt Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) the
aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall be equal to or more than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for
such Term Loans, (ii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by the Borrowers pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the
Borrowers on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be
reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrowers for immediate cancellation),
(iii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered for exchange by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a
principal amount of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by the Borrowers pursuant to such Permitted
Debt Exchange Offer, then the Borrowers shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (iv) each
such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Lenders (other than any Lender that, if requested by the Borrowers, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule
144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) based on their respective aggregate principal amounts of outstanding Term Loans of the applicable Tranche,
(v) all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent
with the foregoing and made in consultation with the Administrative Agent and (vi) any applicable Minimum Exchange Tender Condition shall be satisfied. Notwithstanding anything to the contrary herein, no Lender shall have any obligation
to agree to have any of its Loans or Commitments exchanged pursuant to any Permitted Debt Exchange Offer. 

  
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 (b) With respect to all Permitted Debt Exchanges effected by the Borrowers pursuant to this
Subsection 2.9, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Subsection 4.4
and (ii) such Permitted Debt Exchange Offer shall be made for not less than $5,000,000 in aggregate principal amount of Term Loans (or such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion);
provided that subject to the foregoing clause (ii), the Borrower Representative may at its election specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange that a
minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower Representative’s discretion) of Term Loans be tendered. 

(c) In connection with each Permitted Debt Exchange, the Borrower Representative shall provide the Administrative Agent at least ten Business
Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower Representative and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be
necessary or advisable to accomplish the purposes of this Subsection 2.9 and without conflict with Subsection 2.9(d); provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant
Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than five Business Days following the date on which the Permitted Debt Exchange Offer is made (or such shorter period as may be agreed
to by the Administrative Agent in its reasonable discretion). 
 (d) The Borrowers shall be responsible for compliance with, and hereby
agree to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor any Lender assumes any responsibility in
connection with the Borrowers’ compliance with such laws in connection with any Permitted Debt Exchange (other than the Borrower Representative’s reliance on any certificate delivered by a Lender pursuant to Subsection 2.9(a) above
for which such Lender shall bear sole responsibility) and (y) each Lender shall be solely responsible for its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under the
Securities Exchange Act of 1934, as amended. 
 2.10 Extension of Term Loans.
(a) The Borrower Representative may at any time and from time to time request that all or a portion of the Term Loans of one or more Tranches (including any Extended Term Loans)
existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of such Tranche, the “Existing Term Loans”) be converted to extend the scheduled maturity date(s) of any payment of principal
with respect to all or a portion of any principal amount of any Existing Term Tranche (any such Existing Term Tranche which has been so extended, an “Extended Term Tranche” and the Term Loans of such Tranche, the “Extended
Term Loans”) and to provide for other terms consistent with this Subsection 2.10; provided that (i) any such request shall be made by the Borrower Representative to all Lenders with Term Loans with a like maturity
date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the
Borrower Representative. In order to establish any Extended Term 

  
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Tranche, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Tranche)
(an “Extension Request”) setting forth the proposed terms of the Extended Term Tranche to be established, which terms shall be identical to those applicable to the Existing Term Tranche from which they are to be extended (the
“Specified Existing Term Tranche”), except (x) all or any of the final maturity dates of such Extended Term Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Term Tranche,
(y) (A) the interest margins with respect to the Extended Term Tranche may be higher or lower than the interest margins for the Specified Existing Term Tranche and/or (B) additional fees may be payable to the
Lenders providing such Extended Term Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case to the extent provided in the applicable Extension Amendment, and (z) amortization
with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Term Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted
average life to maturity at such time of the Specified Existing Term Tranche; provided that, notwithstanding anything to the contrary in this Subsection 2.10 or otherwise, assignments and participations of Extended Term Tranches shall
be governed by the same or, at the Borrower Representative’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans set forth in Subsection
11.6. No Lender shall have any obligation to agree to have any of its Existing Term Loans converted into an Extended Term Tranche pursuant to any Extension Request. Any Extended Term Tranche shall constitute a separate Tranche of Term Loans from
the Specified Existing Term Tranches and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date). 

(b) The Borrower Representative shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the
Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Term Tranche or Existing Term Tranches are requested to respond. Any Lender (an “Extending Lender”)
wishing to have all or a portion of its Specified Existing Term Tranche converted into an Extended Term Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such
Extension Request of the amount of its Specified Existing Term Tranche that it has elected to convert into an Extended Term Tranche. In the event that the aggregate amount of the Specified Existing Term Tranche subject to Extension Elections exceeds
the amount of Extended Term Tranches requested pursuant to the Extension Request, the Specified Existing Term Tranches subject to Extension Elections shall be converted to Extended Term Tranches on a pro rata basis based on the amount of Specified
Existing Term Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this Subsection 2.10 (each, an “Extension”), the Borrower Representative shall agree to such
procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent,
in each case acting reasonably to accomplish the purposes of this Subsection 2.10. The Borrower Representative may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any
time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche are requested to respond to the Extension Request. Any Lender may


  
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revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which time the Extension Election will become
irrevocable (unless otherwise agreed by the Borrower Representative). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the
Extension Request Deadline. 
 (c) Extended Term Tranches shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of Subsection 2.10(a),
(ii) the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b) to amend the maturity date and the weighted
average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such
Extended Term Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which, in
each case, except to the extent expressly contemplated by the third to last sentence of this Subsection 2.10(c) and notwithstanding anything to the contrary set forth in Subsection 11.1, shall not require the consent of any Lender
other than the Extending Lenders with respect to the Extended Term Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Term Tranche in
an aggregate principal amount that is less than $5,000,000 (or such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the
generality or applicability of Subsection 11.1 to any Subsection 2.10 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such
additional amendment, a “Subsection 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.10 Additional Amendments do not become effective prior to the time that such
Subsection 2.10 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Term Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any)
as may be required in order for such Subsection 2.10 Additional Amendments to become effective in accordance with Subsection 11.1; provided, further, that no Extension Amendment may provide for any Extended Term Tranche to be
secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Term Tranche. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective
time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Subsection 2.10 and the arrangements described above in connection therewith except that the foregoing shall not constitute
a consent on behalf of any Lender to the terms of any Subsection 2.10 Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the Borrower Representative shall deliver an
opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. 

  
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 (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which
any Existing Term Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Term Tranche of each Extending Lender, the
aggregate principal amount of such Specified Existing Term Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Tranche so converted by such Lender on such date, and such Extended Term Tranches shall
be established as a separate Tranche from the Specified Existing Term Tranche and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date). 

(e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by
the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrower Representative may, on notice to the Administrative Agent and the Non-Extending Lender,
(i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Subsection 11.6 (with the assignment fee and any other
costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the
Borrowers to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Term Loans on the terms set forth in such Extension Amendment; and provided, further, that all
obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Term Loans so assigned shall be paid in full by the assignee Lender (or, at their option, the
Borrowers) to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) if no Event of Default exists under Subsection 9.1(a) or (f), upon
notice to the Administrative Agent, prepay the Existing Term Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty. In connection with any such replacement under this Subsection 2.10, if the Non-Extending
Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (A) the date on which the replacement Lender
executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Term Loans so assigned shall be
paid in full by the assignee Lender (or, at its option, the Borrowers) to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of
such date, the Administrative Agent shall record such assignment in the Register and the Borrowers shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such
Non-Extending Lender. 
 (f) Following any Extension Date, with the written consent of the Borrower Representative, any Non-Extending Lender
may elect to have all or a portion of its Existing Term Loans deemed to be an Extended Term Loan under the applicable Extended Term Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended
Term Tranche; provided that such Lender shall have provided written notice to the Borrower Representative and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period as the Administrative
Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Term Loans held by such Lender so elected to be 

  
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extended will be deemed to be Extended Term Loans of the applicable Extended Term Tranche, and any Existing Term Loans held by such Lender not elected to be extended, if any, shall continue to be
“Existing Term Loans” of the applicable Tranche. 
 (g) With respect to all Extensions consummated by the Borrowers pursuant to
this Subsection 2.10, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Subsection 4.4 and (ii) no Extension Request is required to be in any minimum amount
or any minimum increment, provided that the Borrower Representative may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and
specified in the relevant Extension Request in the Borrower Representative’s sole discretion and may be waived by the Borrower Representative) of Existing Term Loans of any or all applicable Tranches be extended. The Administrative Agent and
the Lenders hereby consent to the transactions contemplated by this Subsection 2.10 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in
the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including Subsections 4.4 and 4.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction
contemplated by this Subsection 2.10. 
 2.11 Specified Refinancing Facilities.
(a) The Borrowers may, from time to time, add one or more new term loan facilities (the “Specified Refinancing Term Loan Facilities”) to the Facilities to refinance all or
any portion of any Tranche of Term Loans then outstanding under this Agreement; provided that (i) the Specified Refinancing Term Loan Facilities will not be guaranteed by any Subsidiary of the Parent Borrower other than the Subsidiary
Guarantors, and will be secured on a pari passu or (at the Borrower Representative’s option) junior basis by the same Collateral securing the Term Loan Facility Obligations (so long as any such Specified Refinancing Amendments (and related
Obligations) are subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement), (ii) the Specified Refinancing Term Loan Facilities and any term loans drawn thereunder (the
“Specified Refinancing Term Loans”) shall rank pari passu in right of payment with or (at the Borrower Representative’s option) junior to the Term Loan Facility Obligations, (iii) no Specified Refinancing Amendment may
provide for any Specified Refinancing Term Loan Facility or any Specified Refinancing Term Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loan Facility Obligations, (iv) the Specified
Refinancing Term Loan Facilities will have such pricing, amortization (subject to clause (v) below) and optional and mandatory prepayment terms as may be agreed by the Borrower Representative and the applicable Lenders thereof, (v) the
maturity date and the weighted average life to maturity of the Specified Term Loan Facilities shall be no earlier than or shorter than, as the case may be, the Maturity Date of the Tranche of Term Loans being refinanced or the remaining weighted
average life to maturity at such time of the Term Loans being refinanced, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions,
would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Maturity Date of the Tranche of Term Loans
being refinanced or the remaining weighted average life to maturity at such time of the Term Loans being refinanced, as applicable), (vi) the Net Cash Proceeds of such Specified Refinancing Term Loan Facility shall


  
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be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Subsection 4.4, and
(vii) the Specified Refinancing Term Loan Facilities shall not have a principal or commitment amount greater than the Term Loans being refinanced plus the aggregate amount of all fees, underwriting discounts, premiums and other
costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. 
 (b) Each request from
the Borrower Representative pursuant to this Subsection 2.11 shall set forth the requested amount and proposed terms of the relevant Specified Refinancing Term Loan Facility. The Specified Term Loan Refinancing Facilities (or any portion
thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional Specified Refinancing Lender”, and the Additional Specified Refinancing Lenders
together with any existing Lender providing Specified Refinancing Facilities, the “Specified Refinancing Lenders”); provided that if such Additional Specified Refinancing Lender is not already a Lender hereunder or an
Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent (in each case, such consent not to be unreasonably withheld, conditioned or delayed) shall be required (it being understood that any such Additional
Specified Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Specified Refinancing Term Loan Facilities and related Obligations had
been obtained by such Lender by way of assignment). 
 (c) Specified Refinancing Term Loan Facilities shall become facilities under this
Agreement pursuant to a Specified Refinancing Amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers and each applicable Specified Refinancing Lender. Any Specified Refinancing Amendment may, without the
consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower Representative and the Administrative Agent, to effect the provisions of this Subsection 2.11, in
each case on terms consistent with this Section 2.11. 
 (d) Any loans made in respect of any such Specified Refinancing Term
Loan Facility shall be made by creating a new Tranche. Each Specified Refinancing Term Loan Facility made available pursuant to this Subsection 2.11 shall be in a minimum aggregate amount of at least $5,000,000 and in integral multiples of
$5,000,000 in excess thereof (or such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). 

(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of the
parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or
appropriate to reflect the existence and terms of the Specified Refinancing Term Loan Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Term Loan Facilities as separate “Facilities” and
“Tranches” hereunder and treated in a manner consistent with the Term Loan Facility being refinanced, including for purposes of prepayments and voting). Any Specified Refinancing Amendment may, without the consent of any Person other than
the Borrower 

  
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Representative, the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and the Lenders
providing such Specified Refinancing Term Loan Facilities, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower
Representative, to effect the provisions of this Section 2.11. 
 SECTION 3 

[Reserved] 
 SECTION 4 

General Provisions Applicable to Loans 

4.1 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Adjusted LIBOR Rate determined for such day plus the Applicable Margin in effect for such day. 

(b) Each ABR Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the Alternate Base Rate in effect for
such day plus the Applicable Margin in effect for such day. 
 (c) If all or a portion of (i) the principal amount of any
Term Loan, (ii) any interest payable thereon or (iii) any other amount payable hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum which is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto pursuant to the relevant foregoing provisions of this Subsection 4.1, plus 2.00% and (y) in the
case of other amounts (including overdue interest), the rate described in clause (b) of this Subsection 4.1 for ABR Loans accruing interest at the Alternate Base Rate plus 2.00%, in each case from the date of such nonpayment until
such amount is paid in full (as well after as before any judgment relating thereto). 
 (d) Interest shall be payable in arrears on each
Interest Payment Date, provided that interest accruing pursuant to clause (c) of this Subsection 4.1 shall be payable from time to time on demand. 

(e) It is the intention of the parties hereto to comply strictly with applicable usury laws; accordingly, it is stipulated and agreed that the
aggregate of all amounts which constitute interest under applicable usury laws, whether contracted for, charged, taken, reserved, or received, in connection with the indebtedness evidenced by this Agreement or any Notes, or any other document
relating or referring hereto or thereto, now or hereafter existing, shall never exceed under any circumstance whatsoever the maximum amount of interest allowed by applicable usury laws. 

4.2 Conversion and Continuation Options. (a) Subject to its
obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the 

  
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Borrower Representative giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by
the Administrative Agent in its reasonable discretion) prior to such election. The Borrower Representative may elect from time to time to convert outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower
Representative giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion)
prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each
affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a
Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that
no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. 

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower
Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set
forth in Subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of
any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such continuations may be made or (ii) after the date that is one month prior to the
applicable Maturity Date, and provided, further, that if the Borrower Representative shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding
proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent
shall promptly notify each affected Lender thereof. 
 4.3 Minimum Amounts; Maximum Sets. All borrowings, conversions and
continuations of Term Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Set shall be equal to $1,000,000 or a whole multiple of $250,000 in excess thereof and so that there shall not be more than 1020 Sets at any one time
outstanding. 
 4.4 Optional and Mandatory Prepayments. (a) The
Borrowers may at any time and from time to time prepay the Term Loans made to them, in whole or in part, subject to Subsection 4.12, without premium or penalty (except as provided in Subsection 4.5(b)), upon notice by the Borrower
Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the
case of 

  
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Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such later time as may be agreed by the Administrative Agent in its
reasonable discretion). Such notice shall specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether
the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or
non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given and not revoked, the amount specified in such
notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12. Partial
prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this
Subsection 4.4(a) made prior to the date that is six months after the Closing Date with the proceeds of Indebtednessin an amount equal to the Net Cash Proceeds received
by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).

 (b) [Reserved]. 
 (c)
[Reserved]. 
 (d) [Reserved]. 

(e) Mandatory Prepayment of Term Loans. (i) The Borrowers shall, in accordance with Subsection 4.4(g), prepay the
Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed
money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence
of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any
of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such
prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the Borrowers shall, in accordance with Subsection
4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the first Fiscal Year commencing after the Closing Date) (which, for the avoidance of doubt, shall be the
Fiscal Year beginning on January 1, 2014 and ending on December 31, 2014) (each, an “ECF Payment Date”), in an amount equal to (A)(1) 50.0% (as may be adjusted pursuant to the last proviso of this
clause (iii)) of the OpCoParent Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w) the aggregate


  
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principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness
and to the extent such voluntary prepayments are offered on a no less than ratable basis to holders of Initial Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent
accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid,
repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent
such voluntary prepayments are offered on a no less than ratable basis to holders of Initial Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be
limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Term
Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent such voluntary prepayments are offered on a no less than
ratable basis to holders of Initial Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction
and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental
Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent such voluntary prepayments are offered on a no less than ratable basis to holders of
Initial Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the
period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made
pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(w) or (x)), (y) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent
commitment reduction under the ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal amount of ABL Facility Loans
prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the
Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (including a revolving credit facility) (the amount described
in this clause (A), the “ECF Payment Amount”) minus (B) the portion of such ECF Payment Amount applied (to the extent Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay
or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the
immediately preceding Fiscal Year was less than 2.53.00:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in
Section 9. 
 (f) [Reserved]. 

(g) Subject to the last sentence of Subsection 4.4(h) and Subsection 4.4(k), each prepayment of Term Loans pursuant to
Subsection 4.4(e) (other than a prepayment with the 

  
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proceeds of Specified Refinancing Term Loans) shall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term
Loans; provided, that at the request of the Borrower Representative, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of
such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other
Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. Each prepayment of Term Loans pursuant to Subsection 4.4(a) shall be applied within each Tranche of Term Loans to the respective installments of principal thereof
in the manner directed by the Borrower Representative (or, if no such direction is given, in direct order of maturity). Each prepayment of Term Loans pursuant to Subsection 4.4(e) shall be applied within each applicable Tranche of Term Loans,
first, to the accrued interest on the principal amount of Term Loans being prepaid and, second, to the respective installments of principal thereof in the manner directed by the Borrower Representative (or, if no such direction is
given, in direct order of maturity). Notwithstanding any other provision of this Subsection 4.4, a Lender may, at its option, and if agreed by the Borrower Representative, in connection with any prepayment of Term Loans pursuant to
Subsection 4.4(a) or (e), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Term Loans so exchanged shall be
deemed repaid for all purposes under the Loan Documents). 
 (h) The Borrower Representative shall give notice to the Administrative Agent
of any mandatory prepayment of the Term Loans (x) pursuant to Subsection 4.4(e)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to any other provision of Subsection 4.4(e),
promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Borrowers are offering to make or will make such mandatory prepayment (i) in the case of mandatory
prepayments pursuant to Subsection 4.4(e)(i), on or before the date specified in Subsection 8.4(b) and (ii) in the case of mandatory prepayments pursuant to any other clause of Subsection 4.4(e), on or before the date
specified in such clause, as the case may be (each, a “Prepayment Date”). OnceSubject to the following sentence, once given, such notice shall be
irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Subsection 4.4(h)). Any such
notice of prepayment pursuant to Subsection 4.4(e) may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may
be revoked by the Borrower Representative (by written notice to the Administrative Agent, on or prior to the specified effective date) if such condition is not satisfied. Upon receipt by the Administrative Agent of such notice, the
Administrative Agent shall immediately give notice to each Lender of the prepayment and the Prepayment Date. The Borrower Representative (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such
prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable
discretion) prior to the Prepayment Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower Representative of such election. Any amount
(the “Declined Amount”) so declined by any Lender may, at the option of 

  
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the Borrower Representative, be applied to the payment or prepayment of Indebtedness, including any Junior Debt, or otherwise be retained by the Parent Borrower and its Restricted Subsidiaries
and/or applied by the Parent Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with this Agreement. 
 (i)
Amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a), (e) or (l) may not be reborrowed. 

(j) Notwithstanding the foregoing provisions of this Subsection 4.4, if at any time any prepayment of the Term Loans pursuant to
Subsection 4.4(a) or (e) would result, after giving effect to the procedures set forth in this Agreement, in the Borrowers incurring breakage costs under Subsection 4.12 as a result of Eurodollar Loans being prepaid other
than on the last day of an Interest Period with respect thereto, then, the Borrowers may, so long as no Default or Event of Default shall have occurred and be continuing, in
itstheir sole discretion, initially (i) deposit a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans
with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid), to be held as security for the obligations of the Borrowers to make such prepayment pursuant to a cash collateral
agreement to be entered into on terms reasonably satisfactory to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar
Loans (or such earlier date or dates as shall be requested by the Borrower Representative) or (ii) make a prepayment of Term Loans in accordance with Subsection 4.4(a) or (e) with an amount equal to a portion (up to
100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurodollar Loans not
immediately prepaid); provided that, in the case of either clause (i) or (ii) above, such unpaid Eurodollar Loans shall continue to bear interest in accordance with Subsection 4.1 until such unpaid Eurodollar Loans or the
related portion of such Eurodollar Loans, as the case may be, have or has been prepaid. In addition, if the Borrower Representative reasonably determines in good faith that any amounts attributable to Foreign Subsidiaries that are required to be
applied to prepay Term Loans pursuant to Subsection 4.4(e) would result in material adverse tax consequences to the Parent Borrower or any of its Restricted Subsidiaries, then the Borrowers shall not be required to prepay such amounts as
required thereunder; provided that the Borrower Representative shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without incurring material
adverse tax consequences. 
 (k) Notwithstanding anything to the contrary herein, this Subsection 4.4 may be amended (and the Lenders
hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans
added pursuant to Subsections 2.8, 2.10 and 2.11, as applicable, or pursuant to any other credit or letter of credit facility added pursuant to Subsection 2.8 or 11.1(e). 

  
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 (l) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default
under Subsection 9.1(a) or (f) has occurred and is continuing, the Borrowers may prepay the outstanding Term Loans on the following basis: 

(i) The Borrowers shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the
“Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case
made in accordance with this Subsection 4.4(l); provided that the Borrower Representative shall not initiate any action under this Subsection 4.4(l) in order to make a Discounted Term Loan Prepayment unless (1) at
least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrowers on the applicable Discounted Prepayment Effective Date (or such shorter period as
may be agreed by the Administrative Agent in its reasonable discretion) or (2) at least three Business Days shall have passed since the date the Borrower Representative was notified that no Lender was willing to accept any prepayment of
any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower Representative’s election not
to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges
and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrowers then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such
Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holdings, the
Parent Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of
knowledge of the Excluded Information and (3) none of Holdings, the Parent Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives
and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Parent Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the
nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans
prepaid pursuant to this Subsection 4.4(l) shall be immediately and automatically cancelled. 
 (ii) Borrower Offer
of Specified Discount Prepayment. 
 (1) The Borrower Representative may from time to time offer to make a Discounted
Term Loan Prepayment by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form of a Specified Discount Prepayment
Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower Representative, to each Lender or to each Lender with respect to any Tranche on an individual Tranche 

  
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basis, (II) any such offer shall specify the aggregate Outstanding Amount offered to be prepaid (the “Specified Discount Prepayment Amount”), the Tranches of Term Loans
subject to such offer and the specific percentage discount to par value (the “Specified Discount”) of the Outstanding Amount of such Term Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an
aggregate amount not less than $5,000,000 and whole increments of $500,000, and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Administrative Agent will promptly provide each
relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Administrative Agent (or its delegate) by no later than 5:00
P.M., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date designated by the Administrative Agent and approved by the Borrower Representative) (the “Specified
Discount Prepayment Response Date”). 
 (2) Each relevant Lender receiving such offer shall notify the
Administrative Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender,
a “Discount Prepayment Accepting Lender”), the amount of such Lender’s Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount
Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept such
Borrower Offer of Specified Discount Prepayment. 
 (3) If there is at least one Discount Prepayment Accepting Lender, the
Borrowers will make prepayment of outstanding Term Loans pursuant to this Subsection 4.4(l)(ii) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding Amount and Tranches of Term Loans specified in such
Lender’s Specified Discount Prepayment Response given pursuant to the foregoing clause (2); provided that, if the aggregate Outstanding Amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the
Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective Outstanding Amounts accepted to be prepaid by each such Discount Prepayment Accepting
Lender and the Administrative Agent (in consultation with the Borrower Representative and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount
Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower Representative of the respective Lenders’
responses to such offer, the Discounted Prepayment Effective Date and the aggregate 

  
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Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate Outstanding Amount
and the Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the Outstanding Amount, Tranche and
Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower Representative and Lenders shall be conclusive and
binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower Representative shall be due and payable by the Borrowers on the Discounted Prepayment Effective Date in accordance with Subsection
4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below). 
 (iii) Borrower Solicitation of Discount Range
Prepayment Offers. 
 (1) The Borrower Representative may from time to time solicit Discount Range Prepayment Offers by
providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form of a Discount Range Prepayment Notice; provided that
(I) any such solicitation shall be extended, at the sole discretion of the Borrower Representative, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify
the maximum aggregate Outstanding Amount of the relevant Term Loans that the Borrowers are willing to prepay at a discount (the “Discount Range Prepayment Amount”), the Tranches of Term Loans subject to such offer and the maximum
and minimum percentage discounts to par (the “Discount Range”) of the Outstanding Amount of such Term Loans willing to be prepaid by the Borrowers, (III) the Discount Range Prepayment Amount shall be in an aggregate amount
not less than $5,000,000 and whole increments of $500,000, and (IV) each such solicitation by the Borrower Representative shall remain outstanding through the Discount Range Prepayment Response Date. The Administrative Agent will promptly
provide each relevant Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Lender to the Administrative Agent (or its delegate) by no later than 5:00
P.M., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower Representative) (the
“Discount Range Prepayment Response Date”). Each relevant Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”)
at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans such Lender is willing to have prepaid at the Submitted Discount (the
“Submitted Amount”). Any Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount Range Prepayment Response Date 

  
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shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. 

(2) The Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment
Response Date and will determine (in consultation with the Borrower Representative and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such
Applicable Discount in accordance with this Subsection 4.4(l)(iii). The Borrowers agree to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Administrative Agent by the Discount Range
Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par
within the Discount Range (such Submitted Discount that is the smallest discount to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate Outstanding Amount equal to the
lesser of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal
to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following Subsection 4.4(l)(iii)(3)) at the Applicable
Discount (each such Lender, a “Participating Lender”). 
 (3) If there is at least one Participating Lender,
the Borrowers will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount;
provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Outstanding Amount of the relevant Term Loans
for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating
Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Administrative Agent (in consultation with the Borrower Representative and subject to rounding requirements of the Administrative Agent made in its
reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Discount Range Prepayment Response Date, notify
(w) the Borrower Representative of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount of the Discounted Term Loan
Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted 

  
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Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount and Tranches of all Term Loans to be prepaid at the Applicable Discount on such date, (y) each
Participating Lender of the aggregate Outstanding Amount and Tranches of such Lender to be prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified Participating Lender of the Discount Range Proration. Each
determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower Representative and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice
to the Borrower Representative shall be due and payable by the Borrowers on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below). 

(iv) Borrower Solicitation of Discounted Prepayment Offers. 

(1) The Borrower Representative may from time to time solicit Solicited Discounted Prepayment Offers by providing the
Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form of a Solicited Discounted Prepayment Notice; provided that
(I) any such solicitation shall be extended, at the sole discretion of the Borrower Representative, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify
the maximum aggregate Outstanding Amount of the Term Loans and the Tranches of Term Loans the Borrowers are willing to prepay at a discount (the “Solicited Discounted Prepayment Amount”), (III) the Solicited Discounted
Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000, and (IV) each such solicitation by the Borrower Representative shall remain outstanding through the Solicited Discounted Prepayment
Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the
Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the Administrative Agent
and approved by Borrower Representative) (the “Solicited Discounted Prepayment Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until
the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and
Tranches of such Term Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted Prepayment Offer is not received by the Administrative Agent by the Solicited
Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount to their par value. 

  
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 (2) The Administrative Agent shall promptly provide the Borrower Representative
with a copy of all Solicited Discounted Prepayment Offers received by it by the Solicited Discounted Prepayment Response Date. The Borrower Representative shall review all such Solicited Discounted Prepayment Offers and select, at its sole
discretion, the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that the Borrowers are willing to accept (the “Acceptable Discount”), if any;
provided that the Acceptable Discount shall not be an Offered Discount that is larger than the smallest Offered Discount for which the sum of all Offered Amounts affiliated with Offered Discounts that are larger than or equal to such smallest
Offered Discount would, if purchased at such smallest Offered Discount, yield an amount at least equal to the Solicited Discounted Prepayment Amount. If the Borrower Representative elects to accept any Offered Discount as the Acceptable Discount,
then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower Representative from the Administrative Agent of a copy of all Solicited
Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Borrower Representative shall submit an Acceptance and Prepayment Notice to the Administrative Agent setting forth the
Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower Representative by the Acceptance Date, the Borrower Representative shall be deemed to have rejected all Solicited Discounted
Prepayment Offers. 
 (3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by
Administrative Agent by the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Administrative Agent
will determine (in consultation with the Borrower Representative and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate Outstanding Amount and the Tranches of Term Loans (the
“Acceptable Prepayment Amount”) to be prepaid by the Borrowers at the Acceptable Discount in accordance with this Subsection 4.4(l)(iv). If the Borrower Representative elects to accept any Acceptable Discount, then the
Borrowers agree to accept all Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and
including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably
consented to prepayment of Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrowers will prepay
outstanding Term Loans pursuant to this Subsection 4.4(l)(iv) to each Qualifying Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable


  
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Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited
Discounted Prepayment Amount, prepayment of the Outstanding Amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall
be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Administrative Agent (in consultation with the Borrower Representative and subject to rounding
requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Administrative Agent
shall promptly notify (w) the Borrower Representative of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender
of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y) each Qualifying Lender of the
aggregate Outstanding Amount and the Tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the
Administrative Agent of the amounts stated in the foregoing notices to the Borrower Representative and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower
Representative shall be due and payable by the Borrowers on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below). 

(v) Expenses. In connection with any Discounted Term Loan Prepayment, the Borrowers and the Lenders acknowledge and
agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of reasonable out-of-pocket costs and expenses from the Borrowers in connection therewith. 

(vi) Payment. If any Term Loan is prepaid in accordance with Subsections 4.4(l)(ii) through
(iv) above, the Borrowers shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrowers shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders,
Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s office in immediately available funds not later than 11:00 A.M., New York City time, on the Discounted Prepayment Effective Date and all such prepayments
shall be applied to the remaining principal installments of the Term Loans in inverse order of maturity. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not
including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Subsection 4.4(l) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as
applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans 

  
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outstanding shall be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted
Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this Subsection 4.4(l) and notwithstanding anything to the contrary contained in this Agreement, (i) interest in
respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans to reflect the payment of accrued interest to certain Lenders as provided in this Subsection 4.4(l)(vi) and (ii) all
subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held
by the respective Lenders after giving effect to any prepayment pursuant to this Subsection 4.4(l) as if made at par. It is also understood and agreed that prepayments pursuant to this Subsection 4.4(l) shall not be subject to
Subsection 4.4(a), or, for the avoidance of doubt, Subsection 11.7(a) or the pro rata allocation requirements of Subsection 4.8(a). 

(vii) Other Procedures. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be
consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower Representative. 

(viii) Notice. Notwithstanding anything in any Loan Document to the contrary, for purposes of this Subsection
4.4(l), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its delegate’s) actual
receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next
Business Day. 
 (ix) Actions of Administrative Agent. Each of the Borrowers and the Lenders acknowledges and
agrees that the Administrative Agent may perform any and all of its duties under this Subsection 4.4(l) by itself or through any Affiliate of the Administrative Agent and expressly
consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative
Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Subsection 4.4(l) as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment
provided for in this Subsection 4.4(l). 
 (x) Revocation. The Borrower Representative shall have the right, by
written notice to the Administrative Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited
Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is so revoked, any 

  
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failure by the Borrowers to make any prepayment to a Lender pursuant to this Subsection 4.4(l) shall not constitute a Default or Event of Default under Subsection 9.1 or otherwise).

 (xi) No Obligation. This Subsection 4.4(l) shall not (i) require the Borrowers to undertake any
prepayment pursuant to this Subsection 4.4(l) or (ii) limit or restrict the Borrowers from making voluntary prepayments of the Term Loans in accordance with the other provisions of this Agreement. 

4.5 Administrative Agent’s Fee; Other Fees. (a) The Borrowers
agree to pay to the Administrative Agent the fees“agency fee” as set forth in the last paragraph under the heading “Facilities Fees” of the
FeeEngagement Letter on the payment dates set forth therein (without duplication of fees paid to the ABL Agent pursuant to such section of the Fee Letter). 

(b) If, prior to the date that is six months after the Closing Date, the Borrowers make an optional prepayment in full of the Initial Term
Loans with the proceeds incurredin an amount equal to the Net Cash Proceeds received by the Borrowers or any Restricted Subsidiary from its incurrence of new Indebtedness under
first lien secured bank financing in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Initial Term Loans being
prepaid. If, prior to the date that is six months after the Closing Date, any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction
permitted under Subsection 11.6(g) to replace the Initial Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection
2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to
Subsection 2.10(e) or 11.1(g). 
 4.6 Computation of
Interest and Fees. (a) Interest (other than interest based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on
the Base Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the affected Lenders of
each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Term Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the affected Lenders of the effective date and the amount of each such change in interest rate. 

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and
binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower Representative or any Lender, deliver to the Borrower Representative or such Lender a statement showing
in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan
which is based upon the Alternate Base Rate. 
 (c) Upon the request of the Administrative Agent, each Reference Bank agrees that, if such
Reference Bank is currently providing quotes for United States Dollar deposits to lending banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the
rate quoted by such Reference Bank to lending banks in the London interbank market two Business Days before the first day of the relevant Interest Period for United States Dollar deposits of a duration equal to the duration of such Interest Period.


  
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 4.7 Inability to Determine Interest Rate. If, prior to the first day of any Interest
Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Adjusted LIBOR Rate with respect to any Eurodollar Loan for such Interest Period (the “Affected Eurodollar Rate”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower
Representative and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurodollar Loans the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of
such Interest Period shall be made as ABR Loans and (b) any Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon
the Affected Eurodollar Rate shall be converted to or continued as ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans the rate of interest applicable to which is based upon the Affected
Eurodollar Rate shall be made or continued as such, nor shall any of the Borrowers have the right to convert ABR Loans to Eurodollar Loans, the rate of interest applicable to which is based upon the Affected Eurodollar Rate. 

4.8 Pro Rata Treatment and Payments. (a) Except as expressly
otherwise provided herein, each payment (including each prepayment, but excluding payments made pursuant to Subsections 2.8, 2.9, 2.10, 2.11, 4.5(b), 4.9, 4.10, 4.11, 4.12,
4.13(d), 11.1(g) or 11.6) by the Borrowers on account of principal of and interest on account of any Loans of a given Tranche (other than (w) payments in respect of any difference in the Applicable Margin, Adjusted
LIBOR Rate or Alternate Base Rate in respect of any Tranche, (x) any payments pursuant to Subsection 4.4(e) to the extent declined by any Lender in accordance with Subsection 4.4(h), (y) any payments pursuant to
Subsection 4.4(l) which shall be allocated as set forth in Subsection 4.4(l)) and (z) any prepayments pursuant to Subsection 11.6(h)(i)(2))shall be allocated by the Administrative Agent pro rata according to the
respective outstanding principal amounts of such Term Loans of such Tranche then held by the respective Lenders; provided that a Lender may, at its option, and if agreed by the Borrower Representative, exchange such Lender’s portion of a
Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment, pursuant to the last sentence of Subsection 4.4(g). All payments (including prepayments) to be made by the Borrowers
hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if
no such time is expressly required, prior to 2:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion)), on the due date thereof to the Administrative Agent for the account of the
Lenders holding the relevant Loans, the Lenders, the Administrative Agent, or the Other 

  
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Representatives, as the case may be, at the Administrative Agent’s office specified in Subsection 11.2, in Dollars in immediately available funds. Payments received by the
Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders or Other Representatives, as the case may be, if any such payment is
received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the
case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day,
the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension
would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. This Subsection 4.8(a) may be amended in accordance with Subsection 11.1(d) to the extent
necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches added pursuant to Subsections 2.8, 2.10 and 2.11, as applicable. 

(b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrowers in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender
shall pay to the Administrative Agent on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Subsection 4.8(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not
made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall notify the Borrower Representative of the failure of such Lender to make such amount available to the
Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder on demand from the Borrowers; provided that the foregoing notice and
recovery provisions shall not apply to the funding of Initial Term Loans on the Closing Date. 
 4.9 Illegality. Notwithstanding any
other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof in each case occurring after the Closing Date shall make it unlawful for any Lender to make or maintain any Eurodollar
Loans as contemplated by this Agreement (“Affected Loans”), (a) such Lender shall promptly give written notice of such circumstances to the Borrower Representative and the Administrative Agent (which notice shall be
withdrawn whenever such circumstances no longer 

  
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exist), (b) the commitment of such Lender hereunder to make Affected Loans, continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled
and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such Lender shall then have a commitment only to make an ABR Loan when an Affected Loan is requested and (c) such
Lender’s Loans then outstanding as Affected Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Affected Loans or within such earlier period as
required by law. If any such conversion or prepayment of an Affected Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the applicable Borrower shall pay to such Lender such amounts, if any, as
may be required pursuant to Subsection 4.12. 
 4.10 Requirements of Law.
(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender): 

(i) shall subject such Lender to any Tax of any kind whatsoever with respect to any Eurodollar Loans made or maintained by it
or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof, in each case, except for Non-Excluded Taxes, Taxes imposed by FATCA and Taxes measured by or imposed upon net
income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch Taxes, imposed in lieu of such net income Tax), of such Lender or its applicable lending
office, branch, or any affiliate thereof; 
 (ii) shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not
otherwise included in the determination of the LIBOR Rate hereunder; or 
 (iii) shall impose on such Lender any other
condition (excluding any Tax of any kind whatsoever); 
 and the result of any of the foregoing is to increase the cost to such Lender, by an amount which
such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower Representative from such
Lender, through the Administrative Agent in accordance herewith, the Borrowers shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable with
respect to such Eurodollar Loans; provided that, in any such case, the Borrower Representative may elect to convert the Eurodollar Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business
Day’s (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice of such election, in which case the Borrowers shall promptly pay to 

  
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such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Subsection 4.10(a) and such amounts, if any, as may be required
pursuant to Subsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this Subsection 4.10(a), it shall provide prompt notice thereof to the Borrower Representative, through the Administrative Agent,
certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and
(z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by
such Lender, through the Administrative Agent, to the Borrower Representative shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(a), the Borrowers shall not be required to
compensate a Lender pursuant to this Subsection 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Representative of such Lender’s intention to claim
compensation therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other
syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable
hereunder. 
 (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital
adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of
law) from any Governmental Authority, in each case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Lender’s
obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital
adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the Borrower Representative
(through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the
reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrowers
shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(b) submitted by such Lender,
through the Administrative Agent, to the Borrower Representative shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(b), the Borrowers shall not be required to compensate a
Lender pursuant to this Subsection 4.10(b) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Representative of such Lender’s intention to claim compensation therefor or
(ii) for any amounts, if such Lender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other
syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable
hereunder. 
 (c) Notwithstanding anything herein to the contrary, the Dodd Frank Wall Street Reform and Consumer Protection Act, and all
requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Closing Date
for all purposes herein. 

  
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 4.11 Taxes. (a) Except as
provided below in this Subsection 4.11 or as required by law (which, for purposes of this Subsection 4.11, shall include FATCA), all payments made by the Borrowers or the Agents under this Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of any Taxes; provided that if any Non-Excluded Taxes are required to be withheld from any amounts payable by a Borrower to any Agent or any Lender hereunder or under any Notes,
the amounts so payable by such Borrower shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement; provided, however, that the Borrowers shall be entitled to deduct and withhold, and the Borrowers shall not be required to indemnify for, any Non-Excluded Taxes, and any such amounts payable by any Borrower
to or for the account of any Agent or Lender, shall not be increased (x) if such Agent or Lender fails to comply with the requirements of clause (b), (c) or (d) of this Subsection 4.11 or with the requirements of
Subsection 4.13, or (y) with respect to any Non-Excluded Taxes imposed in connection with the payment of any fees paid under this Agreement unless such Non-Excluded Taxes are imposed as a result of a Change in Law, or
(z) with respect to any Non-Excluded Taxes imposed by the United States or any state or political subdivision thereof, unless such Non-Excluded Taxes are imposed as a result of a change in treaty, law or regulation that occurred after
such Agent became an Agent hereunder or such Lender became a Lender hereunder (or, if such Agent or Lender is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Agent
or Lender became such a beneficiary or member, if later) (any such change, at such time, a “Change in Law”). Whenever any Non-Excluded Taxes are payable by any Borrower, as promptly as possible thereafter the Borrower Representative
shall send to the Administrative Agent for its own account or for the account of the respective Lender or Agent, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower
fails to pay any Non-Excluded Taxes when due to the appropriate Governmental Authority in accordance with applicable law or the Borrower Representative fails to remit to the Administrative Agent the required receipts or other required documentary
evidence, such Borrower shall indemnify the Administrative Agent, the Lenders and the Agents for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The
agreements in this Subsection 4.11 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder. 

  
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 (b) Each Agent and each Lender that is not a United States Person shall: 

(i) (1) on or before the date of any payment by any of the Borrowers under this Agreement or any Notes to, or for the
account of, such Agent or Lender, deliver to the Borrower Representative and the Administrative Agent (A) two accurate and complete original signed Internal Revenue Service Forms W-8BEN
or W-8BEN-E, as applicable (certifying that it is a resident of the applicable country within the meaning of the income tax treaty between the United States and that country) or Forms
W-8ECI, or successor applicable form, as the case may be, in each case certifying that it is entitled to receive all payments under this Agreement and any Notes without deduction or withholding of any United States federal income taxes, and
(B) such other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes; 

(2) deliver to the Borrower Representative and the Administrative Agent two further accurate and complete original signed forms
or certifications provided in Subsection 4.11(b)(i)(1) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate
previously delivered by it to the Borrower Representative; 
 (3) obtain such extensions of time for filing and completing
such forms or certifications as may reasonably be requested by the Borrower Representative or the Administrative Agent; and 

(4) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower Representative, to the Borrower
Representative and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from, or reduction of, withholding with respect to payments under this Agreement
and any Notes, provided that, in determining the reasonableness of a request under this clause (4), such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Loan Party) which would be imposed on such Lender of
complying with such request; or 
 (ii) in the case of any such Lender that is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code and is claiming the so-called “portfolio interest exemption”, 
 (1)
represent to the Borrowers and the Administrative Agent that it is not (A) a bank within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of either Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code; 

  
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 (2) deliver to the Borrower Representative on or before the date of any payment
by any of the Borrowers with a copy to the Administrative Agent, (A) two certificates substantially in the form of Exhibit D hereto (any such certificate a “U.S. Tax Compliance Certificate”) and
(B) two accurate and complete original signed Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable, or successor applicable form, certifying to such Lender’s
legal entitlement at the date of such form to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes and
(C) such other forms, documentation or certifications, as the case may be certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes (and shall
also deliver to the Borrower Representative and the Administrative Agent two further accurate and complete original signed forms or certificates on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a
change in the most recently provided form or certificate and, if necessary, obtain any extensions of time reasonably requested by the Borrower Representative or the Administrative Agent for filing and completing such forms or certificates); and 

(3) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower Representative, to the Borrower
Representative and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from, or reduction of, withholding with respect to payments under this Agreement
and any Notes, provided that, in determining the reasonableness of a request under this clause (3), such Lender shall be entitled to consider the cost (to the extent unreimbursed by the Borrower Representative) which would be imposed on such
Lender of complying with such request; or 
 (iii) in the case of any such Agent or Lender that is a non-U.S. intermediary or
flow-through entity for U.S. federal income tax purposes, 
 (1) on or before the date of any payment by any of the Borrowers
under this Agreement or any Notes to, or for the account of, such Agent or Lender, deliver to the Borrower Representative and the Administrative Agent two accurate and complete original signed Internal Revenue Service Forms W-8IMY and, if any
beneficiary or member of such Lender is claiming the so-called “portfolio interest exemption”, (I) represent to the Borrowers and the Administrative Agent that such Lender is not (A) a bank within the meaning of
Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower Representative and the Administrative Agent two U.S. Tax Compliance Certificates certifying to such Lender’s legal entitlement at the date of such certificate
to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes; and 

  
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 (A) with respect to each beneficiary or member of such Agent or Lender that is
not claiming the so-called “portfolio interest exemption”, also deliver to the Borrower Representative and the Administrative Agent (I) two accurate and complete original signed Internal Revenue Service Forms W-8BEN
or W-8BEN-E, as applicable (certifying that such beneficiary or member is a resident of the applicable country within the meaning of the income tax treaty between the United States and that
country), Forms W-8ECI or Forms W-9, or successor applicable form, as the case may be, in each case so that each such beneficiary or member is entitled to receive all payments under this Agreement and any Notes without deduction or withholding of
any United States federal income taxes and (II) such other forms, documentation or certifications, as the case may be, certifying that each such beneficiary or member is entitled to an exemption from United States backup withholding tax with
respect to all payments under this Agreement and any Notes; and 
 (B) with respect to each beneficiary or member of such
Lender that is claiming the so-called “portfolio interest exemption”, (I) represent to the Borrowers and the Administrative Agent that such beneficiary or member is not (1) a bank within the meaning of
Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower Representative and the Administrative Agent two U.S. Tax Compliance Certificates from each beneficiary or member and two accurate and complete original signed
Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable, or successor applicable form, certifying to such beneficiary’s or member’s legal entitlement at the date of such
certificate to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes, and (III) also deliver to the
Borrower Representative and the Administrative Agent such other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this
Agreement and any Notes; 
 (2) deliver to the Borrower Representative and the Administrative Agent two further accurate and
complete original signed forms, certificates or certifications referred to above on or before the date any such form, certificate or certification expires or becomes obsolete, or any beneficiary or member changes, and after the occurrence of any
event requiring a change in the most recently provided form, certificate or certification and obtain such extensions of time reasonably requested by the Borrower Representative or the Administrative Agent for filing and completing such forms,
certificates or certifications; and 
 (3) deliver, to the extent legally entitled to do so, upon reasonable request by the
Borrower Representative, to the Borrower Representative and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Agent or Lender (or beneficiary or member) to an exemption from,
or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that in determining the reasonableness of a request under this clause (3) such Agent or Lender shall be entitled to consider the cost (to
the extent unreimbursed by any of the Borrowers) which would be imposed on such Agent or Lender (or beneficiary or member) of complying with such request; 

  
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 unless, in any such case (other than with respect to United States backup withholding tax), there has been a
Change in Law which renders all such forms inapplicable or which would prevent such Agent or such Lender (or such beneficiary or member) from duly completing and delivering any such form with respect to it and such Agent or such Lender so advises
the Borrower Representative and the Administrative Agent. 
 (c) Each Lender and each Agent, in each case that is a United States Person,
shall, on or before the date of any payment by any Borrower under this Agreement or any Notes to such Lender or Agent, deliver to the Borrower Representative and the Administrative Agent two accurate and complete original signed Internal Revenue
Service Forms W-9, or successor form, certifying that such Lender or Agent is a United States Person and that such Lender or Agent is entitled to complete exemption from United States backup withholding tax. 

(d) Notwithstanding the foregoing, if the Administrative Agent is not a United States Person, on or before the date of any payment by any of
the Borrowers under this Agreement or any Notes to the Administrative Agent, the Administrative Agent shall: 
 (i) deliver
to the Borrower Representative (A) two accurate and complete original signed Internal Revenue Service Forms W-8ECI, or successor applicable form, with respect to any amounts payable to the Administrative Agent for its own account,
(B) two accurate and complete original signed Internal Revenue Service Forms W-8IMY, or successor applicable form, with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a
“U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with the
Borrowers to be treated as a U.S. person with respect to such payments (and the Borrowers and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by U.S. Treasury
Regulation § 1.1441-1(b)(2)(iv)) or (C) such other forms or certifications as may be sufficient under applicable law to establish that the Administrative Agent is entitled to receive any payment by any of the Borrowers under this
Agreement or any Notes (whether for its own account or for the account of others) without deduction or withholding of any United States federal income taxes; 

(ii) deliver to the Borrower Representative two further accurate and complete original signed forms or certifications provided
in Subsection 4.11(d)(i) on or before the 

  
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date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate previously delivered by it to
the Borrower Representative; and 
 (iii) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by the Borrower Representative or the Administrative Agent; 
 unless in any such case (other than with
respect to United States backup withholding tax) there has been a Change in Law which renders all such forms inapplicable or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the
Administrative Agent so advises the Borrower Representative. 
 (e) 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, such Lender shall deliver to the Administrative Agent and the Borrower Representative, at the time or times
prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower Representative, such documentation prescribed by applicable law and such additional documentation reasonably requested by the Administrative
Agent or the Borrower Representative as may be necessary for the Administrative Agent and the Borrowers to comply with their respective obligations (including any applicable reporting requirements) under FATCA, to determine whether such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For the avoidance of doubt, the Borrowers and the Administrative Agent shall be permitted to withhold any Taxes imposed by
FATCA. 

	(f)	[Reserved]. 

 4.12 Indemnity. The Borrowers agree, jointly and
severally, to indemnify each Lender in respect of Extensions of Credit made, or requested to be made, to the Borrowers, and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such
Lender’s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable decision) as a consequence of (a) default by the Borrowers in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Borrower Representative has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrowers in making any prepayment or
conversion of Eurodollar Loans after the Borrower Representative has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment or prepayment of Eurodollar Loans or the conversion of
Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount
so prepaid, or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case
of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of 

  
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interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. If any Lender becomes entitled to claim any amounts under the indemnity contained in this Subsection 4.12, it shall provide prompt notice thereof to the Borrower Representative, through the Administrative Agent,
certifying (x) that one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable detail the nature of such event, (y) as to the loss or expense sustained or incurred by such Lender
as a consequence thereof and (z) as to the amount for which such Lender seeks indemnification hereunder and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any indemnification pursuant to this
Subsection 4.12 submitted by such Lender, through the Administrative Agent, to the Borrower Representative shall be conclusive in the absence of manifest error. The Borrower Representative shall pay (or cause the relevant Borrower to pay)
such Lender the amount shown as due on any such certificate within five Business Days after receipt thereof. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

 4.13 Certain Rules Relating to the Payment of Additional Amounts.
(a) Upon the request, and at the expense of the Borrower Representative, each Lender and Agent to which any Borrower is required to pay any additional amount pursuant to Subsection
4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower Representative the opportunity to contest, and reasonably cooperate with the Borrower Representative in
contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower Representative the opportunity to so contest unless the Borrower
Representative shall have confirmed in writing to such Lender or Agent such Borrower’s obligation to pay such amounts pursuant to this Agreement and (ii) the Borrowers shall reimburse such Lender or Agent for its reasonable
attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower Representative in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no
Lender or Agent shall be required to afford the Borrower Representative the opportunity to contest, or cooperate with the Borrower Representative in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion
in good faith determines that to do so would have an adverse effect on it. 
 (b) If a Lender changes its applicable lending office (other
than (i) pursuant to clause (c) below or (ii) after an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing) and the effect of such change, as of the date of such change,
would be to cause any of the Borrowers to become obligated to pay any additional amount under Subsection 4.10 or 4.11, such Borrower shall not be obligated to pay such additional amount. 

(c) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any
additional amount to any Lender or Agent by any of the Borrowers pursuant to Subsection 4.10 or 4.11 or result in Affected Loans or commitments to make Affected Loans being automatically converted to ABR Loans or commitments to make
ABR Loans, as the case may be, pursuant to Subsection 4.9, such Lender or Agent shall promptly notify the Borrower Representative and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the
effects of such condition 

  
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or event (which shall include efforts to rebook the Term Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such
Lender or Agent shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrowers agree to reimburse such
Lender or Agent for the reasonable incremental out-of-pocket costs thereof). 
 (d) If any of the Borrowers shall become obligated to pay
additional amounts pursuant to Subsection 4.10 or 4.11 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Subsection 4.10 or 4.11 or if Affected Loans or commitments
to make Affected Loans are automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, under Subsection 4.9 and any affected Lender shall not have promptly taken steps necessary to avoid the need for such
conversion under Subsection 4.9, the Borrower Representative shall have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent to seek one or more substitute Lenders reasonably
satisfactory to the Administrative Agent and the Borrower Representative to purchase the affected Term Loan, in whole or in part, at an aggregate price no less than such Term Loan’s principal amount plus accrued interest, and assume the
affected obligations under this Agreement, or (ii) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to
the Administrative Agent to prepay the affected Term Loan, in whole or in part, subject to Subsection 4.12, without premium or penalty. In the case of the substitution of a Lender, then, the Borrowers, the Administrative Agent, the affected
Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Subsection 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute
Lender; provided that any fees required to be paid by Subsection 11.6(b) in connection with such assignment shall be paid by the applicable Borrower or the substitute Lender. In the case of a prepayment of an affected Term Loan, the
amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected
Term Loan, the applicable Borrower shall first pay the affected Lender any additional amounts owing under Subsections 4.10 and 4.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any
amounts under this Subsection 4.13) prior to such substitution or prepayment. In the case of the substitution of a Lender pursuant to this Subsection 4.13(d), if the Lender being replaced does not execute and deliver to the
Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and
Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrowers owing to such replaced Lender relating to the Term Loans and participations so assigned shall be paid in full by the assignee Lender
and/or the Borrower Representative to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrowers shall be
entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. 

  
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 (e) If any Agent or any Lender receives a refund directly attributable to Taxes for which any of
the Borrowers has made additional payments pursuant to Subsection 4.10(a) or 4.11(a), such Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the
relevant taxing authority, but net of any reasonable cost incurred in connection therewith) to such Borrower; provided, however, that such Borrower agrees promptly to return such refund (together with any interest with respect thereto
due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Agent or the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. This paragraph
shall not be construed to require any Agent or Lender to make available its Tax returns (or related work papers and advice prepared by outside advisors) to either Borrower or to any other Person. 

(f) The obligations of any Agent, Lender or Participant under this Subsection 4.13 shall survive the termination of this Agreement
and the payment of the Term Loans and all amounts payable hereunder. 
 SECTION 5

Representations and Warranties 

To induce the Administrative Agent and each Lender to make the Extensions of Credit requested to be made by it on the Closing Date and on each
other date on which an Extension of Credit is made thereafter, the Parent Borrower with respect to itself and its Restricted Subsidiaries, hereby represents and warrants, on the Closing Date, in each case after giving effect to the Transactions, and
on every other date on which an Extension of Credit is made thereafter to the Administrative Agent and each Lender that: 
 5.1 Financial
Condition. (a) (i) (a) The audited special purpose combinedconsolidated
balance sheets of JDL and LESCO as of October 31, 2012 and October 31, 2011 and theand related special purpose combined statements of operations,
changes in stockholders’ equity and cash flows of the Parent Borrower for the Fiscal Years ended October 31, 2012, October 31,
2011 and October 31, 2010January 3, 2016, December 28, 2014 and December 29, 2013, reported on by and accompanied by
unqualified reports from Deloitte & Touche LLP, and (ii) the unaudited special purpose combined balance sheets of JDL and LESCO and the related special purpose
combined statements of operations, changes in stockholders’ equity and cash flows for the nine months ended July 31, 2013 (the financial statements described in the preceding clauses (i) and (ii), collectively, the “Special
Purpose Financial Statements”) present fairly, in all material respects, the combinedconsolidated financial condition as at such dates, and the
combinedconsolidated statements of operations and combinedconsolidated cash flows for the
respective periods then ended, of JDL and LESCO. Except as set forth in the Basis of Presentation Agreement and subject, in the case of unaudited statements, to normal year-end
adjustments, allthe Parent Borrower. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently
applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). 

(b) As of the Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities
of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably be expected to result in a Material Adverse Effect. 

(c) The pro forma combined balance sheet and combined statements of operations of JDL and LESCO, copies of which have heretofore been
furnished to each Lender, are the combined balance sheet and combined statements of operations of JDL and LESCO as of and for the 12 months ended July 31, 2013, adjusted to give effect (as if such events had occurred on such date for purposes
of the balance sheet and on August 1, 2012, for purposes of the statement of operations), to the consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date. 

5.2 No Change; Solvent. Since the Closing Date, there has been no development or event relating to or affecting any Loan Party which
has had or would be 

  
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reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions, (ii) the making of the Extensions of Credit to be
made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the Transactions contemplated hereby).
As of the Closing Date, after giving effect to the consummation of the Transactions to be consummated on the Closing Date, the Parent Borrower, together with its Subsidiaries on a consolidated basis, is Solvent. 

5.3 Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrowers), to the extent that the failure to be organized, existing
and in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the legal right to own and operate its property, to lease the property it operates
as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect,
(c) is duly qualified as a foreign corporation or limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property
or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and
(d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material
Adverse Effect. 
 5.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other
organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all
necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms
and conditions of this Agreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any
Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for
(a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and
(c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, and each
other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan
Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by
applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in
equity or at law). 

  
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 5.5 No Legal Bar. The execution, delivery and performance of the Loan Documents by any of
the Loan Parties, the Extensions of Credit hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a
Material Adverse Effect, (b) will not result in, or require the creation or imposition of any Lien (other than Liens securing the Term Loan Facility Obligations or otherwise permitted hereby) on any of its properties or revenues pursuant
to any such Requirement of Law or Contractual Obligation and (c) will not violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than with respect to the Borrowers)
as would not reasonably be expected to have a Material Adverse Effect. 
 5.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower Representative, threatened by or against the Parent Borrower or any of its Restricted Subsidiaries or against any of their respective
properties or revenues, (a) except as described on Schedule 5.6, which is so pending or threatened at any time on or prior to the Closing Date and relates to any of the Loan Documents or any of the transactions contemplated hereby
or thereby or (b) which would be reasonably expected to have a Material Adverse Effect. 
 5.7 No Default. Neither the
Parent Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which would be reasonably expected to have a Material Adverse Effect. Since the Closing Date, no Default
or Event of Default has occurred and is continuing. 
 5.8 Ownership of Property; Liens. Each of the Parent Borrower and its
Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest in, all its other material property
located in the United States of America, except those for which the failure to have such good title or such leasehold interest would not be reasonably expected to have a Material Adverse Effect, and none of such real or other property is subject to
any Lien, except for Liens permitted hereby (including Permitted Liens). Schedule 5.8 sets forth all Mortgaged Fee Properties as of the Closing Date. 

5.9 Intellectual Property. The Parent Borrower and each of its Restricted Subsidiaries owns beneficially, or has the legal right to
use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, and rights in know-how and processes necessary for each of them to conduct its business as currently conducted (the
“Intellectual Property”) except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as provided on Schedule 5.9, no claim has been asserted
and is pending by any Person against the Parent Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the
Borrower Representative know of any such claim, and, to the knowledge of the Borrower Representative, the use of such Intellectual Property by the Parent Borrower and its 

  
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Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse
Effect. 
 5.10 Taxes. To the knowledge of the Borrower Representative, (1) the Parent Borrower and each of its
Restricted Subsidiaries has filed or caused to be filed all material tax returns which are required to be filed by it and has paid (a) all Taxes shown to be due and payable on such returns and (b) all Taxes shown to be due
and payable on any assessments of which it has received notice made against it or any of its property (including the Mortgaged Fee Properties) and all other Taxes imposed on it or any of its property by any Governmental Authority; and
(2) no Tax Liens have been filed (except for Liens for Taxes not yet due and payable), and no claim is being asserted in writing, with respect to any such Taxes (in each case other than in respect of any such (i) Taxes with
respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and
with respect to which reserves in conformity with GAAP have been provided on the books of the Parent Borrower or its Restricted Subsidiaries, as the case may be). 

5.11 Federal Regulations. No part of the proceeds of any Extensions of Credit will be used for any purpose which violates the
provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation X of the Board. If requested by any Lender or the Administrative Agent, the Borrower Representative will furnish to the Administrative Agent and each
Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U. 

5.12 ERISA. (a) During the five year period prior to each date as of
which this representation is made, or deemed made, with respect to any Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect:
(i) a Reportable Event, (ii) a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), (iii) any noncompliance with the applicable
provisions of ERISA or the Code, (iv) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA), (v) a Lien on the property of the Parent Borrower or its Restricted
Subsidiaries in favor of the PBGC or a Plan, (vi) a complete or partial withdrawal from any Multiemployer Plan by the Parent Borrower or any Commonly Controlled Entity, (vii) the ERISA Reorganization or Insolvency of any
Multiemployer Plan, or (viii) any transaction that resulted or could reasonably be expected to result in any Liability to the Parent Borrower or any Commonly
Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA, (ix) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Single Employer Plan, or (x) the imposition of any Liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower,
Restricted Subsidiary or Commonly Controlled Entity. 
 (b) With respect to any Foreign Plan, none of the following events or conditions
exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms and 

  
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with the requirements of any and all applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained, where required, in good standing with applicable
regulatory authorities, (iii) any obligation of the Parent Borrower or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan, (iv) any Lien on the
property of the Parent Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan, (v) for each Foreign Plan which is a funded or insured plan, failure to
be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities),
(vi) any facts that, to the best knowledge of the Parent Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge
of the Parent Borrower or any of its Restricted Subsidiaries, would reasonably be expected to result in a material liability to the Parent Borrower or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than
individual claims for the payment of benefits), and (vii) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law. 

5.13 Collateral. Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages
(if any) will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to
enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) all Filings (as defined in the Guarantee and Collateral Agreement) have been completed, (b) all
applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent,
the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor
Agreement or Other Intercreditor Agreement, (c) all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required to be or is perfected by “control” (as
described in the Uniform Commercial Code as in effect in the State of New York from time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent,
as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, and (d) the
Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal
requirements of state or local law applicable to the recording of real property mortgages generally, the security interests and liens granted pursuant to the Guarantee and Collateral Agreement and the Mortgages shall constitute (to the extent
described therein and with respect to the Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a perfected security interest in (to the extent intended to be created thereby and required to be
perfected under the Loan Documents), all right, title and 

  
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interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement,
other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement, capitalized terms that are used in this Subsection
5.13 and not defined in this Agreement are so used as defined in the applicable Security Document. 
 5.14 Investment Company Act;
Other Regulations. Neither Borrower is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act. Neither Borrower is subject to regulation under
any federal or state statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby. 

5.15 Subsidiaries. Schedule 5.15 sets forth all the Subsidiaries of the Parent Borrower at the Closing Date (after giving effect
to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of the Parent Borrower therein. 

5.16 Purpose of Loans. The proceeds of Term Loans shall be used by the Borrowers
(i) in the case of the Initial Term Loans, to effect, in part, the JDL Acquisition and the other Transactions,
andpay the Special Distribution, to repay all existing Term Loans outstanding under the Original Credit Agreement immediately prior to the incurrence of the Initial Term Loans on the
Closing Date and a portion of the loans outstanding under the ABL Facility, to pay certain transaction fees and expenses relating
theretoto the foregoing transactions referred to in this clause (i) and to finance the working capital, capital expenditures, business requirements and for other purposes
of the Parent Borrower and its Subsidiaries not prohibited by this Agreement and (ii) in the case of all other Loans, to finance the working capital, capital expenditures, business requirements and for other purposes of the Parent
Borrower and its Subsidiaries not prohibited by this Agreement. After giving effect to the consummation of the Transactions on the Closing Date, Holdings and its Subsidiaries shall have no
outstanding Indebtedness for borrowed money held by third parties, except for Indebtedness incurred pursuant to the Debt Financing, Indebtedness that has been redeemed, released, defeased or otherwise discharged (or irrevocable notice for redemption
thereof has been given) and any Assumed Indebtedness and any Existing Capitalized Lease Obligations. 
 5.17 Environmental
Matters. Other than as disclosed on Schedule 5.17 or exceptions to any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: 

(a) The Parent Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes
of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned,
leased, or otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of
limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws and Environmental Permits, including any reasonably foreseeable future
requirements thereof. 

  
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 (b) Materials of Environmental Concern have not been transported, disposed of,
emitted, discharged, or otherwise released or threatened to be released, to, at or from any real property presently or formerly owned, leased or operated by the Parent Borrower or any of its Restricted Subsidiaries or at any other location, which
would reasonably be expected to (i) give rise to liability or other Environmental Costs of the Parent Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law, or (ii) interfere with the planned
or continued operations of the Parent Borrower and its Restricted Subsidiaries, or (iii) impair the fair saleable value of any real property owned by the Parent Borrower or any of its Restricted Subsidiaries that is part of the
Collateral. 
 (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged
violation) under any Environmental Law to which the Parent Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries is reasonably likely to be, named as a party that is
pending or, to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries, threatened. 
 (d) Neither the
Parent Borrower nor any of its Restricted Subsidiaries has received any written request for information, claim alleging liability for Environmental Costs, or been notified that it is a potentially responsible party, under the federal Comprehensive
Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any other written request for information or for payment of Environmental Costs from any Governmental Authority or third party with respect to any
Materials of Environmental Concern. 
 (e) Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered
into or agreed to any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability
under any Environmental Law. 
 5.18 No Material Misstatements. The written information, reports, financial statements, exhibits and
schedules furnished by or on behalf of the Borrower Representative to the Administrative Agent, the Other Representatives and the Lenders on or prior to the Closing Date in connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to state as of the Closing Date any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading in their presentation of the Parent Borrower and its Restricted Subsidiaries taken as a whole. It is understood that (a) no representation or warranty is made concerning
the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general
information about the Parent Borrower’s and its Subsidiaries’ industry, contained in any such information, reports, financial statements, exhibits or schedules, except that, in the case of such forecasts, estimates, pro forma information,
projections and statements, as of the date such forecasts, estimates, pro forma 

  
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information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the good faith assumptions of
the management of the Borrower Representative and (ii) such assumptions were believed by such management to be reasonable and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on which
they were based, may or may not prove to be correct. 
 5.19 Labor Matters. There are no strikes pending or, to the knowledge of the
Borrower Representative, reasonably expected to be commenced against the Parent Borrower or any of its Restricted Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The hours worked
and payments made to employees of the Parent Borrower and each of its Restricted Subsidiaries have not been in violation of any applicable laws, rules or regulations, except where such violations would not reasonably be expected to have a Material
Adverse Effect. 
 5.20 Insurance. Schedule 5.20 sets forth a complete and correct listing as of the date that is two Business
Days prior to the Closing Date of all insurance that is (a) maintained by the Loan Parties (other than Holdings) and (b) material to the business and operations of the Parent Borrower and its Restricted Subsidiaries taken as
a whole, with the amounts insured (and any deductibles) set forth therein. 
 5.21 Anti-Terrorism. As of the Closing Date,
(a) the Parent Borrower and its Restricted Subsidiaries are in compliance with the Patriot Act and (b) none of the Parent Borrower and its Restricted Subsidiaries is a person on the list of “Specially Designated
Nationals and Blocked Persons” or subject to the limitations and prohibitions under any other U.S. Department of Treasury’s Office of Foreign Asset Control regulation or executive order (“OFAC”), in each case, except as
would not reasonably be expected to have a Material Adverse Effect. 
 SECTION 6 

Conditions Precedent 

6.1 Conditions to Initial Extension of Credit. This Agreement, including the agreement of each Lender to make the initial Extension of
Credit requested to be made by it, shall become effective on the date on which the following conditions precedent shall have been satisfied or waived: 

(a) Loan Documents. The Administrative Agent shall have received (or, in the case of Loan Parties other than the
Borrowers, shall receive substantially concurrently with the satisfaction of the other conditions precedent set forth in this Subsection 6.1) the following Loan Documents, executed and delivered as required below: 

(i) this Agreement, executed and delivered by a duly authorized officer of each
Borrower; and 
 (ii)
(ii) the Guarantee and Collateral AgreementThird Amendment, executed and delivered by a duly
authorized officer of each Loan Party required to be a signatory thereto; andBorrower. 

(iii) the ABL/Term Loan Intercreditor Agreement, acknowledged by a duly authorized officer of each Loan Party;

 provided that, clause (ii) above notwithstanding, but without limiting the requirements set forth in
Subsections 6.1(h) and (i), to the extent that a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with priority contemplated thereby) is
not provided on the Closing Date and to the extent Holdings and its Subsidiaries have used commercially reasonable efforts to provide such Collateral, the provisions of clause (ii) above shall be deemed to have been satisfied and the Loan
Parties shall be required to provide such Collateral in accordance with the provisions set forth in Subsection 7.13 if, and only if, each Loan Party shall have executed and delivered the Guarantee and Collateral Agreement to
the Administrative Agent and the Administrative Agent shall have a perfected security interest in all Collateral of the type for which perfection may be accomplished by filing a UCC financing statement and shall have possession of all certificated
Capital Stock of the Parent Borrower and of its Domestic Subsidiaries together with undated stock powers executed in blank (provided that certificated Capital Stock of the Parent Borrower and its Subsidiaries will only be
required to be delivered on the Closing Date to the extent received from Deere, so long as the Borrower Representative has used commercially reasonable efforts prior to the Closing Date to obtain them on the Closing Date);
provided further, that with respect to Guarantees and security interests to be provided by any Loan Party that is required to become a Guarantor, if such Guarantees and security cannot be provided or
perfected as provided herein solely because the directors or managers of such entity have not authorized such Guarantees and security and the election of new directors or managers to authorize such Guarantees and security has not taken place prior
to the funding of the Facility (such Guarantees and security the “Duly Authorized Guarantees and Security”), then such Duly Authorized Guarantees and Security shall not be a condition to funding, but shall be
provided as promptly as practicable after the closing, but in no event later than 5:00 p.m., New York City time, on the Closing Date. 
 (b)
Investment Agreement. The JDL Acquisition shall be consummated substantially concurrently with the initial borrowing pursuant to the Debt Financing, and shall be consummated in all material respects in accordance with the
terms of the Investment Agreement, without giving effect to any modifications, amendments, express waivers or express consents thereunder that are materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be
unreasonably withheld, conditioned or delayed), it being understood and agreed that any reduction in the purchase price shall not be deemed to be materially adverse to the Lenders but any resulting reduction in purchase price shall be allocated
(i) 40.0% to a reduction of the principal amount of the Initial Term Loan Facility and (ii) 60.0% to a reduction of the Equity Contribution. 

(c) Debt Financings. Substantially concurrently with the satisfaction of the other conditions precedent set forth in this
Subsection 6.1, the Administrative Agent shall receive evidence, in form and substance reasonably satisfactory to it, that the Borrowers shall have entered into the Senior ABL Facility Agreement and received the net proceeds
of any initial borrowings made thereunder on such date. 
 (d) Outstanding Indebtedness. After giving effect to the
consummation of the Transactions, Holdings and its Subsidiaries shall have no outstanding Indebtedness for borrowed money held by third parties, except for indebtedness incurred pursuant to the Debt Financing, Indebtedness that has been redeemed,
released, defeased or otherwise discharged (or irrevocable notice for redemption thereof has been given) and any Assumed Indebtedness and any Existing Capitalized Lease Obligations. 

(e) Financial Information. The Committed Lenders shall have received (i) the Special Purpose
Financial Statements and (ii) an unaudited pro forma combined balance sheet and a related unaudited pro forma combined statement of operations of JDL and LESCO as of and for the
12-month period ending on July 31, 2013, adjusted to give effect to the Transactions as if the Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such
period (in the case of such statement of operations). 

  
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 (b)
(f) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each in form and substance reasonably satisfactory to
the Administrative Agent: 
 (i) executed legal opinion of Debevoise & Plimpton LLP, counsel to the Borrowers and
the other Loan Parties; and 
 (ii) executed legal
opinionsopinion of Richards, Layton & Finger, P.A., special Delaware counsel to certain of the Loan Parties;
and.  

(c) [Reserved]. 

(iii) executed legal opinion of Vorys, Sater, Seymour and Pease LLP, special Ohio counsel to certain of the Loan Parties. 

(g) Officer’s Certificate. The Administrative Agent shall have received a certificate from the Borrower Representative,
dated the Closing Date, substantially in the form of Exhibit G hereto. 
 (h) Perfected
Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan
Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States
Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents
pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of UCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be
subject to any other pledges, security interests or mortgages except for Permitted Liens or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the
security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (provided that certificated Capital
Stock of JDA and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from Deere, so long as the Borrower Representative has used commercially reasonable efforts prior to the Closing Date to obtain them
on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then
delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and
instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsections 7.13 and 7.14 and otherwise pursuant to
arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole
discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion). 

(i) Pledged Stock; Stock Powers. The Collateral Agent shall have received the certificates, if any, representing the Pledged
Stock under (and as defined in) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; provided that such
Pledged Stock and related stock powers of JDA and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from Deere, so long as the Borrower Representative has used commercially reasonable efforts prior to
the Closing Date to obtain them on the Closing Date; provided, further, that with respect to any such Pledged Stock other than Capital Stock of the Parent Borrower and its Domestic Subsidiaries, if
delivery of such Pledged Stock and related stock powers to the Collateral Agent may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of such Pledged
Stock and related stock powers shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such Pledged Stock and related stock powers in accordance with
Subsections 7.13 and 7.14 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st
day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion). 

(j) Lien Searches. The Collateral Agent shall have received customary lien and judgment
searches requested by it at least 30 calendar days prior to the Closing Date. 

(d) (k) Fees. The Committed
Lenders, the Lead Arrangers, the Agents and the Lenders, respectively, shall have received all fees related to the TransactionsInitial Term Loans funded on the Closing
Date payable to them to the extent due (which may be offset against the proceeds of the Initial Term Loan FacilityLoans). 

(e) (l) Secretary’s Certificate.
The Administrative Agent shall have received a certificate from each of the Borrowers and, substantially concurrently with the satisfaction of the other conditions precedent set forth in this Subsection 6.1, each other Loan Party, dated the
Closing Date, substantially in the form of Exhibit F hereto, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents,
executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party. 
 (m)
No Investment Agreement Material Adverse Effect. Since July 31, 2013, except as set forth in Schedule 2.10 of the Investment Agreement Schedules (provided, however, that
disclosure in any section or subsection of the Investment Agreement Schedules shall apply to Schedule 2.10 of the Investment Agreement Schedules solely to the extent that it is reasonably apparent from the face of such disclosure that such
disclosure is relevant to Section 2.10 of the Investment Agreement Schedules), there shall not have been any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, an
Investment Agreement Material Adverse Effect. 

  
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 (f)
(n) Solvency. The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of
JDASOH certifying the Solvency, after giving effect to the Transactions, of JDASOH and its
Subsidiaries on a consolidated basis in substantially the form of Exhibit H hereto. 

(o) Equity Financing. The Parent shall have received, or substantially concurrently with the initial funding pursuant to the
Debt Financing shall receive, the Equity Contribution. 

(g) (p) Patriot Act. The
Administrative Agent and the Committed Lenders shall have received at least three days prior to the Closing Date all documentation and other information about the Loan Parties required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including the Patriot Act that has been requested in writing at least 10 days prior to the Closing Date. 

(q) Investment Agreement Conditions; Specified Representations. (i) The condition in Section 6.2(a) of the Investment
Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Merger Sub 2 has the right to terminate its obligations under the Investment Agreement (or otherwise decline to
consummate the Parent Equity Investment) as a result of a breach of such representations in the Investment Agreement) shall have been satisfied, and (ii) the Specified Representations shall, except to the extent they relate to a particular
date, be true and correct in all material respects on and as of such date as if made on and as of such date. 

(h) (r) Borrowing Notice. With respect
to the initial Extensions of Credit, the Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 (or such notice shall have been deemed given in accordance with Subsection 2.3). 

The making of the initial Extensions of Credit by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the
Administrative Agent and each Lender that each of the conditions precedent set forth in this Subsection 6.1 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person. 

6.2 Conditions to Each Extension of Credit After the Closing Date. The agreement of each Lender to make any Extension of Credit
requested to be made by it on any date after the Closing Date is subject to the satisfaction or waiver of the following conditions precedent: 

(a) Notice. With respect to any Loan, the Administrative Agent shall have received a duly executed notice of borrowing.

 (b) Representations and Warranties. Each of the representations and warranties made by any Loan Party pursuant to
this Agreement or any other Loan Document (or in any amendment, modification or supplement hereto or thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at any time by or on behalf
of any Loan Party pursuant to this Agreement or any other Loan Document shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of such date as if made on and as of such date. 

(c) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect
to the Extensions of Credit requested to be made on such date. 

  
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 Each Extension of Credit hereunder shall constitute a representation and warranty by the
OpCoParent Borrower as of the date of such borrowing that the conditions contained in this Subsection 6.2 have been satisfied (excluding, for the avoidance of doubt,
the initial Extensions of Credit hereunder). 
 SECTION 7 

Affirmative Covenants 

The Parent Borrower hereby agrees that, from and after the Closing Date, and thereafter until payment in full of the Term Loans and all other
Term Loan Facility Obligations then due and owing to any Lender or Agent hereunder, the OpCoParent Borrower shall and shall (except in the case of delivery of financial
information, reports and notices, in which case it shall or shall cause the Borrower Representative, if it is not then the Borrower Representative, to) cause each of its respective Restricted Subsidiaries to: 

7.1 Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make
and so deliver such copies): 
 (a) as soon as available, but in any event not later than the fifth Business Day after
(i) the 150th day following the end of the Fiscal Year of the OpCo Borrower ending October 31, 2013 (or December 31, 2013, if the OpCo Borrower shall elect, prior to the
date that is the 150th day following October 31, 2013, to change its financial reporting convention to cause its and its Subsidiaries’ Fiscal Years to end on December 31) and
(ii) the 90th day following the end of each Fiscal Year of the OpCoParent Borrower ending
thereafter, a copy of the consolidated balance sheet of the OpCoParent Borrower as at the end of such year and the related consolidated statements of operations
and changes in equity and cash flows for such year, setting forth, in each case in comparative form, the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or
qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or
exception is related solely to (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the ABL Facility
Agreement, or (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the Parent Borrower or its Subsidiaries
on a future date in a future period or (iii) the circumstances described in Note 1 to the Special Purpose Financial Statements), by Deloitte & Touche LLP or other independent certified public accountants of nationally
recognized standing (it being agreed that the furnishing of the OpCo Borrower’s, the Parent Borrower’s or any Parent Entity’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Parent
Borrower’s obligation under this Subsection 7.1(a) with respect to such year including with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception,
or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K does not contain any “going concern” or like qualification or exception (other than a
“going concern” or like qualification or exception with respect to (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the ABL
Facility Agreement, or (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the
OpCoParent Borrower or its Subsidiaries on a future date or in a future period or (iii) the circumstances described in Note 1 to the Special Purpose Financial
Statements)); 
 (b) as soon as available, but in any event not later than the fifth Business Day following
(i) the 75th day following the end of the first three quarterly periods ending after the Closing Date (other than the end of any Fiscal Year) and (ii) thereafter, the 45th day following the end of each of the first three quarterly periods 

  
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of each Fiscal Year of the OpCoParent Borrower, the unaudited consolidated balance sheet of the
OpCoParent Borrower as at the end of such quarter and the related unaudited consolidated statements of operations and changes in cash flows of the
OpCoParent Borrower for the portion of the Fiscal Year through the end of such quarter, setting forth (solely with respect to the reports delivered pursuant to
clause (ii) above) in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified by a Responsible Officer of the
OpCoParent Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of the
Parent Borrower’s, the OpCo Borrower’s or any Parent Entity’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the
OpCoParent Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter); 

(c) to the extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections
7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the material adjustments necessary (as determined by the Borrower Representative in good faith) to
eliminate the accounts of any Unrestricted Subsidiaries (if any) from such consolidated financial statements; and 

(d) all such financial statements delivered pursuant to Subsection 7.1(a) or (b) to (and, in the case of any
financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the OpCoParent Borrower to) fairly present in all
material respects the financial condition of the OpCoParent Borrower and its Subsidiaries in conformity with GAAP and to be (and, in the case of any financial statements
delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the OpCoParent Borrower as being) in reasonable detail and prepared in
accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except in each case, as set forth in the Basis of Presentation Agreement and as
disclosed therein, and except, in the case of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain notes). 

7.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent
agrees to make and so deliver such copies): 
 (a) concurrently with the delivery of the financial statements and reports
referred to in Subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of the Borrower Representative in substantially the form of Exhibit T or such other form as may be agreed between the Borrower
Representative and the Administrative Agent (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer’s knowledge, each of the Parent Borrower and its Restricted Subsidiaries during such
period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of Default, except, in each case, as specified in such certificate, (ii) commencing with the delivery of the Compliance Certificate for the first Fiscal Year
commencing after the Closing Date, setting forth a reasonably detailed calculation of the Consolidated Secured Leverage Ratio for the Most 

  
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Recent Four Quarter Period and (iii) commencing with the Compliance Certificate for the first Fiscal Year commencing after the Closing Date if
(A) delivered with the financial statements required by Section 7.1(a) and (B) the Consolidated Secured Leverage Ratio as of the last day of
suchthe immediately preceding Fiscal Year was greater than or equal to 2.53.00:1.00,
setsetting forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective Fiscal Year covered by
such financial statements; 
 (b) within five Business Days after the same are filed, copies of all financial statements and
periodic reports which either Borrower may file with the SEC or any successor or analogous Governmental Authority; 
 (c)
within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which either Borrower may file with the SEC or any successor or analogous Governmental Authority; 

(d) promptly, such additional financial and other information as any Agent or the Required Lenders through the Administrative
Agent may from time to time reasonably request; and 
 (e) promptly upon reasonable request from the Administrative Agent
calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent promptly following receipt of a written notice from the Borrower Representative electing to change the Fixed GAAP Date, which
calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations. 

Documents required to be delivered pursuant to Subsection 7.1 or 7.2 may at the Borrower Representative’s option be
delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Representative posts such documents, or provides a link thereto on either Borrower’s (or any Parent
Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Borrower Representative may specify by written notice to the Administrative Agent from time to time); or
(ii) on which such documents are posted on either Borrower’s (or any Parent Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by the Borrower
Representative of any such documents on any website maintained for or sponsored by the Administrative Agent), the Borrower Representative shall promptly provide the Administrative Agent notice of such delivery (which notice may be by facsimile or
electronic mail) and the electronic location at which such documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder. 

  
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 7.3 Payment of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all taxes except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and reserves in conformity with GAAP with respect thereto
have been provided on the books of the Parent Borrower or any of its Restricted Subsidiaries, as the case may be, or except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

 7.4 Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law. Preserve,
renew and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the business of the Parent Borrower and its Restricted
Subsidiaries, taken as a whole, except as otherwise permitted pursuant to Subsection 8.4 or 8.7; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to maintain any such rights, privileges or
franchises and the Parent Borrower’s Restricted Subsidiaries shall not be required to maintain such existence, if the failure to do so would not reasonably be expected to have a Material Adverse Effect; and comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

7.5 Maintenance of Property; Insurance. (a) (i) Keep all
property necessary in the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect;
(ii) use commercially reasonable efforts to maintain with financially sound and reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of the Parent
Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to
maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least
30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the
preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan
Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement at all times, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term
Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by each Borrower
and each Subsidiary Guarantor and the Collateral Agent, the applicable Collateral Representative and/or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other
Intercreditor Agreement, for the benefit of the Secured Parties, 

  
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shall be named as loss payee with respect to the property insurance maintained by each Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred
and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Parent Borrower and its
Subsidiaries, (B) the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Recovery
Event shall be paid to the Borrower Representative. 
 (b) With respect to each property of the Loan Parties subject to a
Mortgage: 
 (i) If any portion of any such property is located in an area identified as a special flood hazard area by the
Federal Emergency Management Agency or other applicable agency, such Loan Party shall maintain or cause to be maintained, flood insurance to the extent required by, and in compliance with, applicable law. 

(ii) The applicable Loan Party promptly shall comply with and conform to (i) all provisions of each such insurance
policy, and (ii) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such
non-compliance or non-conformity as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(iii) If any Borrower or any Subsidiary Guarantor is in default of its obligations to insure or deliver any such prepaid policy
or policies, the result of which would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon 10 days’ written notice to the Borrower Representative, may effect such insurance from year to
year at rates substantially similar to the rate at which the Parent Borrower or any Restricted Subsidiary had insured such property, and pay the premium or premiums therefor, and the Borrowers shall pay to the Administrative Agent on demand such
premium or premiums so paid by the Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%. 

(iv) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would
exceed $5,000,0007,500,000, the Borrower Representative shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection
with any damage or casualty to any property shall be applied in the manner specified in the proviso to Subsection 7.5(a). 
 7.6
Inspection of Property; Books and Records; Discussions. In the case of the OpCoParent Borrower, keep proper books and records in a manner to allow financial
statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions and matters involving the material assets and business of the
OpCoParent Borrower and its Restricted Subsidiaries, taken as a whole; and permit representatives of the Administrative Agent to visit and inspect any of its properties and
examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of the
OpCoParent Borrower and its Restricted Subsidiaries with 

  
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officers of the OpCoParent Borrower and its Restricted Subsidiaries and with its independent certified public
accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that representatives of the Borrower Representative may be present during any such visits, discussions and
inspections. Notwithstanding anything to the contrary in Subsection 7.2(d) or in this Subsection 7.6, none of the Parent Borrower, the OpCo Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or
discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which
disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or
(iiiii) that is subject to attorney-client or similar privilege or constitutes attorney work product. 

7.7 Notices. Promptly give notice to the Administrative Agent and each Lender of: 

(a) as soon as possible after a Responsible Officer of the Borrower Representative knows thereof, the occurrence of any Default
or Event of Default; 
 (b) as soon as possible after a Responsible Officer of the Borrower Representative knows thereof, any
default or event of default under any Contractual Obligation of the Parent Borrower or any of its Restricted Subsidiaries, other than as previously disclosed in writing to the Lenders, which would reasonably be expected to have a Material Adverse
Effect; 
 (c) as soon as possible after a Responsible Officer of the Borrower Representative knows thereof, the occurrence
of (i) any default or event of default under the Senior ABL Facility Agreement or (ii) any payment default under any Additional Obligations Documents or under any agreement or document governing other Indebtedness, in each
case relating to Indebtedness in an aggregate principal amount equal to or greater than $15,000,00025,000,000; 

(d) as soon as possible after a Responsible Officer of the Borrower Representative knows thereof, any litigation, investigation
or proceeding affecting the Parent Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect; 

(e) the following events, as soon as possible and in any event within 30 days after a Responsible Officer of the Parent
Borrower or any of its Restricted Subsidiaries knows thereof: (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan), a failure to
make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any
withdrawal from, or the full or partial termination, ERISA Reorganization or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or the Parent
Borrower or any of its Restricted Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which would reasonably be expected to 

  
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result in the withdrawal from, or the termination, ERISA Reorganization or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no
such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, would be reasonably expected to result in a
Material Adverse Effect; 
 (f) as soon as possible after a Responsible Officer of the Borrower Representative knows thereof,
(i) any release or discharge by the Parent Borrower or any of its Restricted Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental Laws to any Governmental Authority, unless the
Borrower Representative reasonably determines that the total Environmental Costs arising out of such release or discharge would not reasonably be expected to have a Material Adverse Effect, (ii) any condition, circumstance, occurrence or
event not previously disclosed in writing to the Administrative Agent that would reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the Borrower Representative reasonably determines that the total
Environmental Costs arising out of such condition, circumstance, occurrence or event would not reasonably be expected to have a Material Adverse Effect, or would not reasonably be expected to result in the imposition of any lien or other material
restriction on the title, ownership or transferability of any facilities and properties owned, leased or operated by the Parent Borrower or any of its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect,
and (iii) any proposed action to be taken by the Parent Borrower or any of its Restricted Subsidiaries that would reasonably be expected to subject the Parent Borrower or any of its Restricted Subsidiaries to any material additional or
different requirements or liabilities under Environmental Laws, unless the Borrower Representative reasonably determines that the total Environmental Costs arising out of such proposed action would not reasonably be expected to have a Material
Adverse Effect; and 
 (g) as soon as possible after a Responsible
Officer of the Borrower Representative knows thereof, any loss, damage, or destruction to a significant portion of the Collateral, whether or not covered by insurance. 

Each notice pursuant to this Subsection 7.7 shall be accompanied by a statement of a Responsible Officer of the Borrower Representative
(and, if applicable, the relevant Commonly Controlled Entity or Restricted Subsidiary) setting forth details of the occurrence referred to therein and stating what action the Borrower Representative (or, if applicable, the relevant Commonly
Controlled Entity or Restricted Subsidiary) proposes to take with respect thereto. 
 7.8 Environmental Laws.
(a) (i) Comply substantially with, and require substantial compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws;
(ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees obtain,
comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased from, or operated by the Parent


  
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Borrower or its Restricted Subsidiaries. For purposes of this Subsection 7.8(a), noncompliance shall not constitute a breach of this covenant, provided that, upon learning of any
actual or suspected noncompliance, the Parent Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided, further, that in any
case such noncompliance would not reasonably be expected to have a Material Adverse Effect. 
 (b) Promptly comply, in all material
respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in a Material
Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being
diligently pursued in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest would not reasonably be
expected to have a Material Adverse Effect. 
 (c)
(c) Except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) conduct, or have conducted on its behalf, any investigation, study,
sampling, or testing any real property at which the Parent Borrower or its Restricted Subsidiaries operate as required by Environmental Laws, and (ii) respond, or cause a third party to respond, to any release, threatened release, or
discharge of Materials of Environmental Concern at, on, or under any real property at which the Parent Borrower or its Restricted Subsidiaries operate as required by Environmental Laws. 

7.9 After-Acquired Real Property and Fixtures; Subsidiaries. (a) With
respect to any owned real property or fixtures thereon located in the United States of America, in each case with a purchase price or a Fair Market Value at the time of acquisition of at least
$5,000,0007,500,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party
(other than Holdings) after the Closing Date), promptly grant to the Collateral Agent for the benefit of the Secured Parties, a Lien of record on all such owned real property and fixtures
pursuant to a Mortgage or otherwise, upon terms reasonably satisfactory in form and substance to the Collateral Agent and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such
property under FIRREA and flood determinations under Regulation H of the Board); provided that (i) nothing in this Subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral
covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower or any of its Restricted Subsidiaries or any other Person and (ii) no such Lien shall be
required to be granted as contemplated by this Subsection 7.9 on any owned real property or fixtures the acquisition of which is, or is to be, within 180 days of such acquisition, financed or refinanced, in whole or in part through the
incurrence of Indebtedness, until such Indebtedness is repaid in full (and not refinanced) or, as the case may be, the Borrower Representative determines not to proceed with such financing or refinancing. In connection with any such grant to the
Collateral Agent, for the benefit of the Secured Parties, of a Lien of record on any such real property pursuant to a Mortgage or otherwise in accordance with this Subsection 7.9, the Parent Borrower or such Restricted Subsidiary shall
deliver or cause to be 

  
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delivered to the Collateral Agent corresponding UCC fixture filings and any surveys, appraisals (including any required appraisals of such property under FIRREA), title insurance policies, local
law enforceability legal opinions and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent shall reasonably request (in
light of the value of such real property and the cost and availability of such UCC fixture filings, surveys, appraisals, title insurance policies, local law enforceability legal opinions and other documents and whether the delivery of such UCC
fixture filings, surveys, appraisals, title insurance policies, legal opinions and other documents would be customary in connection with such grant of such Lien in similar circumstances) and Phase I environmental assessment reports, if available.

 (b) With respect to any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) (i) created
or acquired subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (other than an Excluded Subsidiary), (ii) being designated as a Restricted Subsidiary,
(iii) ceasing to be an Immaterial Subsidiary, a Foreign Subsidiary Holdco or other Excluded Subsidiary as provided in the applicable definition thereof after the expiry of any applicable period referred to in such definition or
(iv) that becomes a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Subsection 8.2 or 8.7 (other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and,
if the Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (as
and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary owned directly by the Parent Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (other than
Excluded Subsidiaries) to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 9.15 of the Guarantee and Collateral Agreement, (ii) deliver to the Collateral Agent,
the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, the certificates (if any) representing
such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Domestic Subsidiary, and (iii) cause such new Domestic Subsidiary (A) to become a
party to the Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement in such new Domestic
Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as
may be reasonably requested by the Collateral Agent. In addition, the Parent Borrower may cause any Subsidiary that is not required to become a Subsidiary Guarantor to become a Subsidiary
Guarantor by executing and delivering a Subsidiary Guaranty. 
 (c) With respect to any Foreign Subsidiary or Domestic Subsidiary that
is a Non-Wholly Owned Subsidiary created or acquired subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (in each case, other than any Excluded Subsidiary), the Capital Stock
of which is owned directly by the Parent Borrower or a Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and if the


  
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Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a
perfected first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by the Parent Borrower or any Domestic Subsidiary that is a
Wholly Owned Subsidiary (other than an Excluded Subsidiary) to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 9.15 of the Guarantee and Collateral Agreement and
(ii) to the extent reasonably deemed advisable by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor
Agreement or Other Intercreditor Agreement, deliver to the applicable agent the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant
parent of such new Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein (in each case as and to the extent required by
the Guarantee and Collateral Agreement); provided that in either case in no event shall more than 65.0% of each series of Capital Stock of any new Foreign Subsidiary be required to be so pledged. 

(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register,
file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and
priority of the foregoing Liens or any other Liens created pursuant to the Security Documents (to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection or the enforceability
as against third parties of its security interest in such Collateral) in each case in accordance with, and to the extent required by, the Guarantee and Collateral Agreement. 

(e) Notwithstanding anything to the contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of
the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement and, in the event of any conflict with such terms, the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien
Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, shall control, (B) no security interest or lien is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of
Holdings, the Parent Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset, (C) no Loan Party or any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction
or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or
pledge agreements governed under the laws of any non-U.S. jurisdiction), (D) to the extent not automatically perfected by UCC Filings, no Loan Party shall be required to take any actions in order to perfect any security interests granted
with respect to any assets specifically requiring perfection through control (excluding Capital Stock required to be delivered pursuant to Subsections 7.9(b) and (c) above), and (E) nothing in this Subsection
7.9 shall require that any Subsidiary grant a Lien with respect to any property or assets in which such Subsidiary acquires ownership rights to the extent that the 

  
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Borrower Representative and the Administrative Agent reasonably determine in writing that the costs or other consequences to Holdings or any of its Subsidiaries of the granting of such a Lien is
excessive in view of the benefits that would be obtained by the Secured Parties. 
 7.10 Use of Proceeds. Use the proceeds of the
Term Loans only for the purposes set forth in Subsection 5.16. 
 7.11 [Reserved]. 

7.12 Accounting Changes. The On or after the Second Amendment Effective Date, the
OpCo The Parent Borrower will, for financial reporting purposes, cause the OpCoParent Borrower’s
and each of its Subsidiaries’ Fiscal Years to end on OctoberDecemberDecember 31st of each calendar year; provided that the Borrower Representative may, upon
written notice to the Administrative Agent, change the financial reporting convention specified above to cause the OpCoParent Borrower’s and each of its
Subsidiaries’ Fiscal Years to end on (i) December 31 of each calendar year or (ii) any other date reasonably acceptable to the Administrative Agent, in which case the Borrower Representative and the
Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting. 

7.13 Post-Closing Security Perfection. The Borrower Representative agrees to deliver or cause to be delivered such documents
and instruments, and take or cause to be taken such other actions as may be reasonably necessary to provide the perfected security interests described in the provisos to Subsections 6.1(a), 6.1(h) and
6.1(i) that are not so provided on the Closing Date, and in any event to provide such perfected security interests and to satisfy such other conditions within the applicable time periods set forth on Schedule
7.13, as such time periods may be extended by the Administrative Agent, in its sole discretion. 
 7.14 Post-Closing Matters.
None. 
 SECTION 8 

Negative Covenants 
 The
Parent Borrower hereby agrees that, from and after the Closing Date, until payment in full of the Term Loans and all other Term Loan Facility Obligations then due and owing to any Lender or any Agent hereunder: 

8.1 Limitation on Indebtedness. (a) The Parent Borrower will not, and
will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Parent Borrower or any GuarantorRestricted Subsidiary may
Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than
2.00:1.00.; provided, further, that the amount of Indebtedness that may be Incurred pursuant to this Subsection 8.1(a) by Restricted Subsidiaries that are not Subsidiary
Guarantors shall not exceed the greater of (x) $50,000,000 and (y) 7.50% of Consolidated Total Assets at any one time outstanding. 

(b) Notwithstanding the foregoing Subsection 8.1(a), the Parent Borrower and its Restricted Subsidiaries may Incur the following
Indebtedness: 
 (i) (I) Indebtedness Incurred by the Borrowers and the Guarantors (a) pursuant to this
Agreement and the other Loan Documents, (b) pursuant to the Senior ABL Facility, (c) constituting Additional Obligations (and Refinancing Indebtedness in respect thereof), (d) constituting Rollover Indebtedness
(and Refinancing Indebtedness in respect thereof) and (e) in respect of Permitted Debt Exchange Notes Incurred pursuant to 

  
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a Permitted Debt Exchange in accordance with Subsection 2.9 and any Refinancing Indebtedness in respect thereof, in a maximum principal amount for all such Indebtedness at any time
outstanding not exceeding in the aggregate the amount equal to the sum of (A) $61,700,000275,000,000, plus (B) the greater of
(x) $300,000,000425,000,000 and (y) an amount equal to (1) the Domestic Borrowing Base less (2) the aggregate principal
amount of Indebtedness Incurred by Special Purpose Entities that are Domestic Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(ix), plus (C) without duplication of incremental amounts included in the
definition of “Refinancing Indebtedness”, in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest)
Incurred or payable in connection with such refinancing, and (II) Indebtedness Incurred by the Borrowers and the Guarantors (a) pursuant to this Agreement and the other Loan Documents, (b) pursuant to the Senior ABL
Facility, (c) constituting Additional Obligations, (d) constituting Rollover Indebtedness, and (e) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with
Subsection 2.9, in an aggregate principal amount for all such Indebtedness outstanding after giving effect to such Incurrence not in excess of the Maximum Incremental Facilities Amount (for purposes of determining the amount outstanding
pursuant to clause (i) of the definition of “Maximum Incremental Facilities Amount”, treating (x) any then unused portion of Incremental Revolving Commitments made available in reliance on such clause as outstanding
Indebtedness and (y) Refinancing Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of Indebtedness Incurred in reliance on clause (i) of the definition of
“Maximum Incremental Facilities Amount” (and Refinancing Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of such Refinancing Indebtedness and/or Permitted Debt Exchange
Notes) as outstanding pursuant to such clause), together with Refinancing Indebtedness in respect of the Indebtedness described in subclauses (a), (b), (c), (d) and (e) of this clause (II), plus, without duplication of incremental amounts
included in the definition of “Refinancing Indebtedness”, the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such
Refinancing Indebtednessrefinancing; 
 (ii)
Indebtedness (A) of any Restricted Subsidiary to the Parent Borrower, or (B) of the Parent Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that in the case of this Subsection
8.1(b)(ii), any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of such Indebtedness (except to the Parent Borrower or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this Subsection 8.1(b)(ii); 

(iii) Indebtedness represented by (A) [reserved], (B) any Indebtedness (other than the Indebtedness
pursuant to this Agreement and the other Loan Documents described in Subsections 8.1(b)(i)) outstanding (or Incurred pursuant to any commitment outstanding) on the Closing Date and set forth on Schedule 8.1 and (C) any
Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Subsection 8.1(b)(iii) or Subsection 8.1(a); 

  
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 (iv) Purchase Money Obligations, Capitalized Lease Obligations, and in each case
any Refinancing Indebtedness with respect thereto; provided that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock of any Person at any time outstanding pursuant to this
clause shall not exceed an amount equal to the greater of $20,000,00025,000,000 and 3.504.00%
of Consolidated Total Assets; 
 (v) Indebtedness (A) supported by a letter of credit issued in compliance with
this Subsection 8.1 in a principal amount not exceeding the face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Restricted
Subsidiaries; 
 (vi) (A) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness or any other
obligation or liability of the Parent Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Parent Borrower or such Restricted Subsidiary, as the case may be, in violation of this Subsection 8.1), or
(B) without limiting Subsection 8.6, Indebtedness of the Parent Borrower or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Parent Borrower or any
Restricted Subsidiary (other than any Indebtedness Incurred by the Parent Borrower or such Restricted Subsidiary, as the case may be, in violation of this Subsection 8.1); 

(vii) Indebtedness of the Parent Borrower or any Restricted Subsidiary (A) arising from the honoring of a check,
draft or similar instrument of such Person drawn against insufficient funds in the ordinary course of business, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or
similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person; 
 (viii)
Indebtedness of the Parent Borrower or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in
the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), (B) completion guarantees, surety, judgment, appeal or performance
bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, (C) Hedging Obligations, entered into for bona fide hedging purposes,
(D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums in the ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary
course of business, (G) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Parent Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling or other
similar facility or arrangement, (H) Junior Capital in an amount not to exceed $20,000,00050,000,000 in the aggregate at any one time outstanding, or
(I) Bank Products Obligations; 
  

  
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 (ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a
Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such
Indebtedness is not recourse to the Parent Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), (2) in the event such Indebtedness shall
become recourse to the Parent Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the
Borrower Representative as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Subsection 8.1 for so long as such Indebtedness shall be so recourse, and (3) in the event
that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Borrower Representative may classify such Indebtedness in whole or in part as Incurred under this Subsection 8.1(b)(ix); 

(x) Indebtedness of (A) the Parent Borrower or any Restricted Subsidiary Incurred to finance or refinance, or
otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger, consolidation or amalgamation of any Person with or into the Parent Borrower or any Restricted Subsidiary; or
(B) any Person that is acquired by or merged or consolidated with or into the Parent Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger, consolidation or
amalgamation); provided that on the date of such acquisition, merger, consolidation or amalgamation, after giving effect thereto, either (1) the
OpCoParent Borrower would have a Consolidated Total Leverage Ratio equal to or less than
3.253.50:1.00 or (2) the Consolidated Total Leverage Ratio of the OpCoParent
Borrower would equal or be less than the Consolidated Total Leverage Ratio of the OpCoParent Borrower immediately prior to giving effect thereto; provided,
further, that if, at the Borrower Representative’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, pro forma effect is given to
the Incurrence of the entire committed amount of such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (x); and any Refinancing
Indebtedness with respect to any such Indebtedness; 
 (xi) Contribution Indebtedness and any Refinancing Indebtedness with
respect thereto; 
 (xii) Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in
accordance with Subsection 8.1(a), and any Refinancing Indebtedness with respect thereto; 

  
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 (xiii) Indebtedness of the Parent Borrower or any Restricted Subsidiary in an
aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $35,000,00075,000,000 and
5.7511.50% of Consolidated Total Assets; 

(xiv) Indebtedness of the Parent Borrower or any Restricted Subsidiary Incurred as consideration in connection with any
acquisition of assets (including Capital Stock), business or Person, or any merger, consolidation or amalgamation of any Person with or into the Parent Borrower or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in
an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $20,000,00025,000,000 and
3.504.00% of Consolidated Total Assets; and 

(xv) Indebtedness of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding the greater
of (x) $10,000,00020,000,000 and (y) an amount equal to (A) the Foreign Borrowing Base less (B) the aggregate principal
amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Foreign Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b) plus (C) in the event of any refinancing of any Indebtedness
Incurred under this clause (xv), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. 

(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and
in compliance with, this Subsection 8.1, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Subsection 8.1) arising under any Guarantee,
Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant to Subsection 8.1(b) meets the criteria of more than one of the types of Indebtedness described in
Subsection 8.1(b), the Borrower Representative, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of the clauses of Subsection 8.1(b) (including in
part under one such clause and in part under another such clause); provided that (if the Borrower Representative shall so determine) any Indebtedness Incurred pursuant to Subsection 8.1(b)(xiii) shall cease to be deemed Incurred or
outstanding for purposes of such clause but shall be deemed Incurred for the purposes of Subsection 8.1(a) from and after the first date on which the Parent Borrower or any Restricted Subsidiary could have Incurred such Indebtedness under
Subsection 8.1(a) without reliance on such clause; (iii) in the event that Indebtedness could be Incurred in part under paragraph (a) above, the Borrower Representative, in its sole discretion, may classify a portion of such
Indebtedness as having been Incurred under paragraph (a) above and the remainder of such Indebtedness as having been Incurred under paragraph (b) above; (iv) the amount of Indebtedness issued at a price that is less than the
principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness outstanding under any subclause of Subsection 8.1(b), including
for purposes of any determination of the “Maximum Incremental Facilities Amount”, shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness; and


  
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(vi) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred in reliance on a basket measured by reference to a percentage of Consolidated Total Assets at the time of
Incurrence, and such refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets
restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts,
premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness Incurred by the Borrowers on the Closing Date under
this Agreement or the Senior ABL Facility Agreement shall be classified as Incurred under paragraph (b) of this covenant, and not under paragraph (a) of this covenant. 

(d) For purposes of determining compliance with any dollar denominated restriction on the Incurrence of Indebtedness denominated in a foreign
currency, the dollar equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving or deferred draw Indebtedness; provided that (x) the dollar equivalent principal amount of any such Indebtedness outstanding on the Closing Date shall be calculated based
on the relevant currency exchange rate in effect on the Closing Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being
Incurred), and such refinancing would cause the applicable dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus
(ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing and (z) the dollar equivalent
principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to this Agreement or any Senior ABL Facility shall be calculated based on the relevant currency exchange rate in effect on, at the Borrower
Representative’s option, (A) the Closing Date, (B) any date on which any of the respective commitments under this Agreement or the applicable Senior ABL Facility shall be reallocated between or among facilities or
subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (C) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

 8.2 Limitation on Restricted Payments. (a) The Parent Borrower
shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock
(including any such payment in connection with any merger, consolidation or amalgamation to which the Parent Borrower is a party) except (x) dividends or distributions payable solely
in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Parent Borrower 

  
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or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis,
measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Parent Borrower held by Persons other than the Parent Borrower or a Restricted Subsidiary (other than any acquisition of Capital
Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Junior Debt (other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value), or (iv) make any Investment (other than
a Permitted Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a “Restricted Payment”), if at the time
the Parent Borrower or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto: 

(1) an Event of Default under Subsection 9.1(a), (c), (e), (f), (h), (i),
(j) or (k), or another Event of Default known to the Borrower Representative, shall have occurred and be continuing (or would result therefrom); 

(2) the Parent Borrower could not Incur at least an additional $1.00 of Indebtedness pursuant to Subsection 8.1(a); or

 (3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other
than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) declared or made subsequent to the Closing Date and then outstanding would
exceed, without duplication, the sum of: 
 (A) 50.0% of the Consolidated Net Income accrued during the period (treated as
one accounting period) beginning on the first day of the fiscal quarter of the OpCo Borrower beginning after the Closing Date (which, for the avoidance of doubt, shall be the fiscal quarter beginning on January 1,
2014)2016 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of the
OpCoParent Borrower are available (or, in case such Consolidated Net Income shall be a negative number, 100.0% of such negative number); 

(B) the aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Borrower Representative) of
property or assets received (x) by the Parent Borrower as capital contributions to the Parent Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than
Disqualified Stock) after the Closing Date (other than Excluded Contributions and Contribution Amounts) or (y) by the Parent Borrower or any Restricted Subsidiary from the Incurrence by the Parent Borrower or any Restricted Subsidiary
after the Closing Date of Indebtedness that shall have been converted into or exchanged for Capital Stock of the Parent 

  
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Borrower (other than Disqualified Stock) or Capital Stock of any Parent Entity, plus the amount of any cash and the fair value (as determined in good faith by the Borrower Representative) of any
property or assets, received by the Parent Borrower or any Restricted Subsidiary upon such conversion or exchange; 
 (C)
(i) the aggregate amount of cash and the fair value (as determined in good faith by the Borrower Representative) of any property or assets received from dividends, distributions, interest payments, return of capital, repayments of Investments
or other transfers of assets to the Parent Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Subsection 8.2(b)(ix),
plus (ii) the aggregate amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”); and 

(D) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of
any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate amount of cash and the fair value (as determined in good faith by the Borrower Representative) of any
property or assets received by the Parent Borrower or a Restricted Subsidiary with respect to all such dispositions and repayments. 
 (b)
The provisions of Subsection 8.2(a) do not prohibit any of the following (each, a “Permitted Payment”): 

(i) (x) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the
Parent Borrower (“Treasury Capital Stock”) or any Junior Debt made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of
fractional shares) for, or out of the proceeds of the issuance or sale of, Capital Stock of the Parent Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) (“Refunding Capital Stock”)
or a capital contribution to the Parent Borrower, in each case other than Excluded Contributions and Contribution Amounts; provided, that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent
calculations under Subsection 8.2(a)(3)(B); and (y) if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon were permitted pursuant to Subsection 8.2(b)(xi), dividends on
such Refunding Capital Stock in an aggregate amount per annum not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock; 

(ii) any dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice
thereof, as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Subsection 8.2; 

  
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 (iii) Investments or other Restricted Payments in an aggregate amount outstanding
at any time not to exceed the amount of Excluded Contributions; 
 (iv) loans, advances, dividends or distributions by the
Parent Borrower to any Parent Entity to permit any Parent Entity to repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments by the Parent Borrower to repurchase or otherwise
acquire Capital Stock of any Parent Entity or the Parent Borrower (including any options, warrants or other rights in respect thereof), in each case from Management Investors (including any repurchase or acquisition by reason of the Parent Borrower
or any Parent Entity retaining any Capital Stock, option, warrant or other right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions not to
exceed an amount (net of repayments of any such loans or advances) equal to (x)(1) $10,000,00012,500,000, plus
(2) $7,500,00012,500,000 multiplied by the number of calendar years that have commenced since the Closing Date, plus (y) the Net Cash Proceeds
received by the Parent Borrower since the Closing Date from, or as a capital contribution from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants or other rights in respect thereof), to the extent such
Net Cash Proceeds are not included in any calculation under Subsection 8.2(a)(3)(B)(x), plus (z) the cash proceeds of key man life insurance policies received by the Parent Borrower or any Restricted Subsidiary (or by any
Parent Entity and contributed to the Parent Borrower) since the Closing Date to the extent such cash proceeds are not included in any calculation under Subsection 8.2(a)(3)(A); provided that any cancellation of Indebtedness owing to
the Parent Borrower or any Restricted Subsidiary by any Management Investor in connection with any repurchase or other acquisition of Capital Stock (including any options, warrants or other rights in respect thereof) from any Management Investor
shall not constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; 
 (v) the
payment by the Parent Borrower of, or loans, advances, dividends or distributions by the Parent Borrower to any Parent Entity to pay, dividends on the common stock, equity or units of the Parent Borrower or any Parent Entity following a public
offering of such common stock, equity or units in an amount not to exceed in any Fiscal Year of the OpCoParent Borrower, 6.0% of the aggregate gross proceeds received by
the Parent Borrower (whether directly, or indirectly through a contribution to common equity capital) in or from such public offering; 

(vi) Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount
(net of repayments of any such loans or advances) equal to the sum of (x) the greater of
(i) $15,000,00025,000,000 and
2.504.00% of Consolidated Total Assets plus (y) the aggregate of all Declined Amounts; 

(vii) loans, advances, dividends or distributions to any Parent Entity or other payments by the Parent Borrower or any
Restricted Subsidiary (A) to satisfy or permit 

  
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any Parent Entity to satisfy obligations under the Transaction Agreements (including any acceleration of payment obligations under the
CD&R Consulting Agreement and/or the Deere Consulting Agreement in connection with the termination thereof), (B) pursuant to the Tax Sharing Agreement, or (C) to pay or permit any Parent Entity to pay (but without
duplication) any Parent Expenses or any Related Taxes; 
 (viii) payments by the Parent Borrower, or loans, advances,
dividends or distributions by the Parent Borrower to any Parent Entity to make payments, to holders of Capital Stock of the Parent Borrower or any Parent Entity in lieu of issuance of fractional shares of such Capital Stock; 

(ix) dividends or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities
of Unrestricted Subsidiaries; 
 (x) any Restricted Payment pursuant to or in connection with the Transactions; 

(xi) (A) dividends on any Designated Preferred Stock of the Parent Borrower issued after the date
hereofDecember 23, 2013 or loans, advances, dividends or distributions to any Parent Entity to permit dividends on any Designated Preferred Stock of any Parent Entity issued after
the date hereofDecember 23, 2013 if the net proceeds of the issuance of such Designated Preferred Stock have been contributed to the Parent Borrower or any of its
Restricted Subsidiaries in cash; provided that at the time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be at least 2.00:1.00; provided, further, that if after
giving pro forma effect to such loan, advance, declaration of dividend or distribution, the Consolidated Coverage Ratio would be less than 2.00:1.00, the aggregate amount of such proposed loan, advance, declaration of dividend or distribution when
taken together, with all loans, advances, dividends or distributions made since the date hereofDecember 23, 2013 in respect of such issuance of Designated Preferred Stock
since the issuance thereof shall not exceed the aggregate amount of the net proceeds of such issuance of Designated Preferred Stock received by, or contributed to, the Parent Borrower, or any of its Restricted Subsidiaries in cash, or
(B) any dividend on Refunding Capital Stock of the Parent Borrower that is Preferred Stock, provided that at the time of the declaration of such dividend and after giving effect thereto on a pro forma basis, the Consolidated
Coverage Ratio would be at least 2.00:1.00; 
 (xii) distributions or payments of Special Purpose Financing Fees; 

(xiii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred
Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Subsection 8.1; 
 (xiv) any purchase,
redemption, repurchase, defeasance or other acquisition or retirement of any Junior Debt (v) made by exchange for, or out of the proceeds of the Incurrence of, (1) Refinancing Indebtedness Incurred in compliance with
Subsection 8.1 or (2) new Indebtedness of the Parent Borrower, or a Restricted Subsidiary, as the case may be, Incurred in compliance with Subsection 8.1, so long as such new Indebtedness


  
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satisfies all requirements for “Refinancing Indebtedness” set forth in the definition thereof applicable to a refinancing of such Junior Debt, (w) from Net Available Cash or
an equivalent amount to the extent permitted by Subsection 8.4, (x) from declined amounts as contemplated by Subsection 4.4(h), (y) following the occurrence of a “change of control” as defined
in the applicable Junior DebtChange of Control (or other similar event described therein as a “change of
control”), but only if the Parent Borrower shall have complied with Subsection 8.8(a) prior to purchasing, redeeming, repurchasing, defeasing, acquiring or retiring such Junior Debt or (z) constituting Acquired Indebtedness;
and 
 (xv) Investments in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not
exceeding an amount equal to the greater of $15,000,00035,000,000 and 2.505.50% of Consolidated
Total Assets; 
 (xvi)
any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated
Total Leverage Ratio would be equal to or less than 2.75:1.00; and 

(xvii) the
Special Distribution; 
 provided that (A) in the case of Subsections 8.2(b)(ii), (iv),
(v) and (viii), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause
(A) immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments and (C) solely with respect to Subsection
8.2(b)(vi) and (xvi), no Event of Default under Subsection 9.1(a), (c), (e), (f), (h), (i), (j), or (k) or other Event of
Default known to the OpCo Borrower Representative shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto. The Borrower
Representative, in its sole discretion, may classify any Investment or other Restricted Payment as being made in part under one of the clauses or subclauses of this Subsection 8.2(b) (or, in the case of any Investment, the clauses or
subclauses of Permitted Investments) and in part under one or more other such clauses or subclauses (or, as applicable, clauses or subclauses). 

8.3 Limitation on Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary to, create or
otherwise cause to exist or become effective any consensual encumbrance or restriction on (i) the ability of the Parent Borrower or any of its Restricted Subsidiaries (other than any Foreign Subsidiaries or any Excluded Subsidiaries) to
create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its property, assets or revenues constituting Term Loan Priority
Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of any Restricted Subsidiary to (x) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Parent Borrower, (y) make any loans or advances to the Parent Borrower or (z) transfer any of its property or assets to the Parent
Borrower (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute
such an encumbrance or restriction), except any encumbrance or restriction: 
 (a) pursuant to any agreement or instrument in
effect at or entered into on the Closing Date, this Agreement, the other Loan Documents, the ABL Facility Documents, the ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor
Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; 

  
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 (b) pursuant to any agreement or instrument of a Person, or relating to
Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower or any
Restricted Subsidiary in connection with an acquisition of assets from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition,
merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation, amalgamation or transaction); provided that for
purposes of this Subsection 8.3(b), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed,
as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; 

(c) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of
Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in Subsection 8.3(a) or (b) or this Subsection 8.3(c)
(an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided, however, that the
encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to
which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative); 

(d) (i) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer
thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of either Borrower
or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to
the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent
Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits or net worth or inventory
imposed by 

  
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customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in
the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned
Restricted Subsidiaries, (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the
Parent Borrower or such Restricted Subsidiary, or (ix) pursuant to Hedging Obligations or Bank Products Obligations; 

(e) with respect to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets,
imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; 

(f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction
over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary
of such Restricted Subsidiary) as a Captive Insurance Subsidiary; 
 (g) pursuant to any agreement or instrument
(i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Subsection 8.1 (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as a
whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative), or (y) if such encumbrance or restriction is
not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative) and either (1) the Borrower Representative determines in good faith that such
encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the Term Loan Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term
Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a
Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity; 

(h) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the
Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted
for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.6; or 

(i) pursuant to any agreement governing or relating to Indebtedness and/or other obligations and liabilities secured by a Lien
permitted by Subsection 8.6 (in which case any restriction shall only be effective against the assets subject to such Lien, except as may be otherwise permitted under this Subsection 8.3). 

  
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 8.4 Limitation on Sales of Assets and Subsidiary Stock.
(a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: 

(i) the Parent Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other
Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition, as such fair market value (on the
date a legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of
$15,000,00025,000,000) in good faith by the Borrower Representative, whose determination shall be conclusive (including as to the value of all noncash consideration); 

(ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of
$15,000,000(on the date a legally binding commitment for such Asset Disposition was entered into) of $25,000,000 or more, at least 75.0% of the consideration therefor (excluding,
in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received
by the Parent Borrower or such Restricted Subsidiary is in the form of cash; and 
 (iii) to the extent required by
Subsection 8.4(b), an amount equal to 100.0% of the Net Available Cash from such Asset Disposition is applied by the Parent Borrower (or any Restricted Subsidiary, as the case may be) as provided therein. 

(b) In the event that on or after the Closing Date the Parent Borrower or any Restricted Subsidiary shall make an Asset Disposition or a
Recovery Event in respect of Collateral shall occur, subject to Subsection 8.4(a), an amount equal to 100.0% of the Net Available Cash from such Asset Disposition or Recovery Event shall be applied by the Parent Borrower (or any Restricted
Subsidiary, as the case may be) as follows: 
 (i) first, either (x) if the Parent Borrower or such
Restricted Subsidiary elects, to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute ABL Priority Collateral, to purchase, redeem, repay or prepay, to the extent the Parent Borrower
or any Restricted Subsidiary is required by the terms thereof, Indebtedness under the Senior ABL Facility or (in the case of letters of credit, bankers’ acceptances or other similar instruments issued thereunder) cash collateralize any such
Indebtedness within the time period required by such Indebtedness after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash or (y) to the extent the
Parent Borrower or such Restricted Subsidiary elects (by delivery of an officer’s certificate by a Responsible Officer to the Administrative Agent) to invest in Additional 

  
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Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by the Parent Borrower or another Restricted
Subsidiary) within (x) 365 days after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash (such
period the “Reinvestment Period”) or, (y) if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such 365
days to complete and is subject to a binding written commitment entered into during the Reinvestment Period, an additional 180 days after the last day of the Reinvestment Period (it being understood and agreed that if no such investment is made
within the Reinvestment Period as extended by this provisoclause (y), the Borrowers shall make the prepayments required by Subsection 8.4(b)(ii) on the earlier
to occur of (I) the last day of such Reinvestment Period as extended by this provisoclause (y) and (II) the date the Borrower Representative elects
not to pursue such investment); 
 (ii) second, (1) if no application of Net Available Cash election is
made pursuant to preceding clause (i) with respect to such Asset Disposition or Recovery Event or (2) if such election is made to the extent of the balance of such Net Available Cash or equivalent amount after application in
accordance with Subsection 8.4(b)(i), within ten Business Days after the end of the Reinvestment Period specified in clause (i) above (as extended pursuant to clause (y) of
such clause (i)) (x) to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute Collateral, to purchase, redeem, repay
or, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection
4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing the relevant Indebtedness described in clause (B) below subject to any provision under such
agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (B) to the extent the Parent Borrower or any Restricted Subsidiary is required by the terms thereof any Pari Passu
Indebtedness on a pro rata basis with the Term Loans and (y) to the extent such Asset Disposition is an Asset Disposition of assets that do not constitute Collateral, to purchase, redeem, repay
or, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection
4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing any relevant Indebtedness permitted under Subsection 8.1 (subject to any provision under
such agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (B) to the extent the Parent Borrower or any Restricted Subsidiary is required by the terms thereof, any other
Indebtedness (other than Indebtedness subordinated in right of payment to the Term Loan Facility Obligations) on a pro rata basis with the Term Loans; and 

(iii) third, to the extent of the balance of such Net Available Cash or equivalent amount after application in
accordance with Subsections 8.4(b)(i) and (ii) above, to fund (to the extent consistent with any other applicable provision of this Agreement) any general corporate purpose (including but not limited to the repurchase, repayment
or other acquisition or retirement of Junior Debt); 
 provided, however, that in connection with any prepayment, repayment
or, purchase or redemption of Indebtedness pursuant to clause (ii) above, the Parent Borrower or such Restricted
Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be 

  
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permanently reduced in an amount equal to the principal amount so prepaid, repaid or,
purchased or redeemed; provided, further, that the Parent Borrower (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to
receiving the Net Available Cash attributable to any given Asset Disposition (provided that, such investment shall be made no earlier than the earliest of notice of the relevant Asset Disposition to the Administrative Agent, execution of a
definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with Subsection 8.4(b)(i) above with respect to such
Asset Disposition. 
 (c) Notwithstanding the foregoing provisions of this Subsection 8.4, the Parent Borrower and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount in accordance with this Subsection 8.4 except to the extent that (x) the aggregate Net Available Cash from all Asset Dispositions and Recovery
Events in respect of Collateral or equivalent amount that is not applied in accordance with this Subsection 8.4 exceeds $10,000,00020,000,000, in which case the
Parent Borrower and its Subsidiaries shall apply all such Net Available Cash from such Asset Dispositions and Recovery Events or equivalent amount in accordance with Subsection 8.4(b) or (y) the terms of any Pari Passu
Indebtedness would require Net Available Cash or the equivalent amount from such Asset Sales and Recovery Events to be applied to purchase, redeem, repay or prepay such Indebtedness prior to reaching such
$10,000,00020,000,000 threshold. 
 (d) For the purposes of
Subsection 8.4(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Stock of the Parent
Borrower) or any Restricted Subsidiary and the release of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition,
(3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of
payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or
such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated Noncash
Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (7),
not to exceed an aggregate amount at any time outstanding equal to the greater of $17,500,00035,000,000 and
3.005.50% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Noncash Consideration being measured
aton the time receiveddate a legally binding commitment for such Asset Disposition (or, if later,
for the payment of such item) was entered into and without giving effect to subsequent changes in value). 
 (e) In connection with any
Asset Disposition permitted under this Subsection 8.4 or a Disposition that is excluded from the definition of “Asset Disposition”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to,
execute such releases of Liens and take such other actions as the Borrower Representative may reasonably request in connection with the foregoing. 

  
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 8.5 Limitations on Transactions with Affiliates.
(a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions
(including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of
$7,500,00010,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent Borrower or such Restricted Subsidiary,
as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of
$15,000,00025,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a),
any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the
event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. 

(b) The provisions of Subsection 8.5(a) will not apply to: 

(i) any Restricted Payment Transaction, 

(ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Parent Borrower, any Restricted
Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements,
(2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants,
(3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to
directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower Representative, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect
thereof (or in reimbursement of any expenses referred to in the definition of such term), 
 (iii) any transaction between or
among any of the Parent Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, 
 (iv) any
transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto,

 (v) any transaction in the ordinary course of business on terms that are fair to the Parent Borrower and its Restricted
Subsidiaries in the reasonable determination of the 

  
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Board of Directors or senior management of the Borrower Representative, or are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that could be
obtained at the time in a transaction with a Person who is not an Affiliate of the Parent Borrower, 
 (vi) any transaction
in the ordinary course of business, or approved by a majority of the Board of Directors, between the Parent Borrower or any Restricted Subsidiary and any Affiliate of the Parent Borrower controlled by the Parent Borrower that is a joint venture or
similar entity, 
 (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Transaction
Agreement, and (2) payments to CD&R, Deere or any of their respective Affiliates (x) for any management, consulting or advisory services, or in respect of financing, underwriting or placement services or in respect of
other investment banking activities (if any), pursuant to the CD&R Consulting Agreement or the Deere Consulting Agreement, as applicable (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any
acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all
out-of-pocket expenses incurred in connection with such services or activities, 
 (viii) the Transactions, all transactions
in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates and Deere and
its Affiliates, 
 (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Parent Borrower or
Junior Capital or any capital contribution to the Parent Borrower, 
 (x) any investment by any CD&R Investor or any
member of the Deere Group in securities of the Parent Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor or any member of the Deere Group in connection therewith) so long as
(i) such securities are being offered generally to other investors (other than CD&R Investors and members of the Deere Group) on the same or more favorable
terms and (ii) to the extent such securities constitute Secured Indebtedness with a first priority Lien on any of the Collateral, such investment by all CD&R Investors constitutes less than 5.0% of the proposed or outstanding issue
amount of such class of securities, and, and 
 (xi) the
maintenance or performance of the Deere Revolving Plan or any amendment, waiver, supplement or other modification thereto that is (i) made unilaterally by Deere Financial in respect thereof or (ii) is not materially adverse
to the Lenders. 
 8.6 Limitation on Liens. (a) The Parent Borrower
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on
the Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”) unless, in the case of Initial Liens on any asset or property other than Collateral, the Term Loan Facility Obligations are equally and ratably
secured with (or on a 

  
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senior basis to, in the case such Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such obligations are so secured. Any such Lien created in favor
of the Term Loan Facility Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or senior, as applicable) Lien for the benefit of the Term Loan Facility Obligations will be automatically and
unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any Subsidiary Guaranty, upon the termination and discharge of
such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or
(iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Parent Borrower that is governed by the provisions of Subsection 8.7) to any Person not an
Affiliate of the Parent Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Parent Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary
creating such Initial Lien. 
 8.7 Limitation on Fundamental Changes.
(a) The Parent Borrower will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless: 

(i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and
existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Parent Borrower or the OpCo Borrower) will expressly assume all the obligations of the Parent Borrower
under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; 

(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the
Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; 

(iii) immediately after giving effect to such transaction, either (A) the Parent Borrower (or, if applicable, the
Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (B) the Consolidated Coverage Ratio of the
OpCoParent Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the
OpCoParent Borrower immediately prior to giving effect to such transaction; 

(iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations
under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent,
confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); 

  
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 (v) each Subsidiary Guarantor (other than (x) any Subsidiary that
will be released from its grant or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have by a supplement to the Guarantee
and Collateral Agreement or another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iv) above; 

(vi) each mortgagor of a Mortgaged Fee Property (other than (x) any Subsidiary that will be released from its grant
or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have affirmed that its obligations under the applicable Mortgage shall
apply to its Guarantee as reaffirmed pursuant to clause (iv); and 
 (vii) the Borrower Representative will have delivered to
the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion, each to the effect that such consolidation, merger or transfer complies with the provisions described in this Subsection 8.7(a), provided that
(x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and
(y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(d). 
 (b)
Any Indebtedness that becomes an obligation of the Parent Borrower (or, if applicable, any Successor Borrower with respect thereto) or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted
Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1. 

(c) Upon any transaction involving the Parent Borrower in accordance with Subsection 8.7(a) in which the Parent Borrower is not the
Successor Borrower, the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower under the Loan Documents, and thereafter the predecessor Parent Borrower shall be relieved of all
obligations and covenants under the Loan Documents, except that the predecessor Parent Borrower in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Term
Loans. 
 (d) Clauses (ii) and (iii) of Subsection 8.7(a) will not apply to any transaction in which the Parent Borrower
consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Parent Borrower in another
jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Parent Borrower so long as all assets of the Parent Borrower and the Restricted Subsidiaries immediately prior to such
transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Subsection 8.7(a) will not apply to (i) any
transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Parent Borrower, (ii) the Transactions or (iii) any transaction in which the Parent Borrower
consolidates with, merges into or transfers all or part of its assets to the OpCo Borrower. 

  
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 8.8 Change of Control; Limitation
on Amendments. The Parent Borrower shall not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (a)
[Reserved]. 
 (a) In the event of the occurrence of a
Change of Control, repurchase or repay any Indebtedness then outstanding pursuant to any Junior Debt or any portion thereof, unless the Borrowers shall have, at their option, (i) made payment in full of the Loans and any other amounts then due
and owing to any Lender or the Administrative Agent hereunder and under any Note or (ii) made an offer (a “Change of Control Offer”) to pay the Term Loans and any amounts then due and owing to each Lender and the Administrative Agent
hereunder and under any Note and shall have made payment in full thereof to each such Lender or the Administrative Agent which has accepted such offer. Upon the Borrowers making payment in full of the Loans as provided in clause (i) of this
Subsection 8.8(a), or making a Change of Control Offer in accordance with clause (ii) of this Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt), any Event of
Default arising under Subsection 9.1(k) by reason of such Change of Control shall be deemed not to have occurred or be continuing. 

(b) (1) [reserved] and (2) if an Event of Default under Subsection 9.1(a) or (f) is
continuing, amend, supplement, waive or otherwise modify any of the provisions of any indenture, instrument or agreement evidencing Subordinated Obligations or Guarantor Subordinated Obligations in a manner that (i) changes the
subordination provisions of such Indebtedness or (ii) shortens the maturity date of such Indebtedness to a date prior to the Initial Term Loan Maturity Date or provides for a shorter weighted average life to maturity than the remaining
weighted average life to maturity of the Initial Term Loans; provided that, notwithstanding the foregoing, the provisions of this Subsection 8.8(b) shall not restrict or prohibit any refinancing of Indebtedness (in whole or in part)
permitted pursuant to Subsection 8.1. 
 (c) Amend, supplement, waive or otherwise modify the terms of any Permitted
Debt Exchange Notes, any Additional Obligations or any Refinancing Indebtedness in respect of the foregoing or any indenture or agreement pursuant to which such Permitted Debt Exchange Notes, Additional Obligations or Refinancing Indebtedness have
been issued or incurred in any manner inconsistent with the requirements of the definition of “Refinancing Indebtedness”, assuming for purposes of this Subsection 8.8(c) that such amendment, supplement, waiver or modification,
mutatis mutandis, is a refinancing of such Additional Obligations, Permitted Debt Exchange Notes or Refinancing Indebtedness, as applicable. 

8.9 Limitation on Lines of Business. The Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into any business, either directly or through any Restricted Subsidiary, except for those businesses of the same general type as those in which the Parent Borrower and its Restricted Subsidiaries are engaged in on the
Closing Date or which are reasonably related thereto and any business related thereto. 
 8.10 Parent Borrower Covenant. The
Parent Borrower shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than (i) transactions contemplated by the Loan Documents or the
provision of administrative, legal, accounting and management services to, or on behalf of, any of its Subsidiaries, (ii) the acquisition and ownership of the Capital Stock of any of its Subsidiaries and the exercise of
rights and performance of obligations in connection therewith, (iii) the entry into, and exercise of rights and performance of obligations in respect of (A) the Transaction Documents, this
Agreement, any other Loan Documents, any Term Loan Documents and Additional Obligations Documents and any other agreement listed on Schedule 8.10 to which it is a party, as any such agreements may be amended, supplemented,
waived or otherwise modified from time to time, or replaced, renewed or extended from time to time in a manner not materially adverse to the Lenders, and any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted
pursuant to the Loan Documents, in each case as amended, supplemented waived or otherwise modified from time to time, and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with
officers, directors, employees and consultants of it or any Subsidiary thereof relating to their employment or directorships (including providing indemnifications to such Persons), (C) insurance policies and related
contracts and agreements, (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its
equity securities or any offering, issuance or sale thereof, including but not limited to in respect of the Management Subscription Agreements, and (E) Hedge Agreements and Bank Products Agreements,
(iv) the incurrence of Indebtedness and Liens under this Agreement, the other Loan Documents, the Senior ABL Facility, the ABL Facility Documents and any Additional Obligations Documents, or other Indebtedness and Liens
permitted to be incurred under this Agreement by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower solely as a co-borrower under this Agreement, the other Loan Documents, the Senior ABL Facility and the ABL Facility Documents
or as a guarantor of any such other Indebtedness and Liens incurred by the OpCo Borrower or such Restricted Subsidiary, and repayment, repurchase, redemption, defeasance, acquisition, retirement or discharge of any such Indebtedness or Liens,
(v) the offering, issuance, sale and repurchase or redemption of, and dividends or distributions on its equity securities, (vi) the filing of registration statements, and compliance with
applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection
therewith, (viii) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters,
counsel, accountants and other advisors and consultants, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule,
order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses, including
any expenses incurred in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade
names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer
software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Parent Borrower or any
Subsidiary thereof, and any Taxes for which it may be liable and the completion and filing of required Tax Returns, (xi) the payment of dividends and distributions (A) pursuant to the Tax
Sharing Agreement or a similar agreement with any Parent Entity and (B) to pay or permit any Parent Entity to pay any Parent Expenses or any Related Taxes, (xii) making loans to or other
Investments in, or incurrence of Indebtedness from, its Subsidiaries as and to the extent not prohibited by this Agreement, (xiii) the merger, consolidation or amalgamation into any Parent Entity;
provided that if the Parent Borrower is not the surviving entity, such Parent Entity undertakes the obligations of the Parent Borrower under the Loan Documents, (xiv) transactions by and among the
Parent Borrower and any of its Restricted Subsidiaries to the extent expressly permitted hereunder, (xv) the merger, consolidation or amalgamation of the Parent Borrower and the OpCo Borrower (it being understood that,
following any such merger, this Subsection 8.10 shall terminate automatically and be of no further force or effect), and (xvi) other activities incidental or related to the foregoing.


  
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 SECTION 9 

Events of Default 
 9.1
Events of Default. Any of the following from and after the Closing Date shall constitute an event of default: 
 (a)
The Borrowers shall fail to pay any principal of any Term Loan when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or the Borrowers shall fail to pay any interest on any Term Loan, or any
other amount payable hereunder, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or 

(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any
amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document shall prove to have been incorrect
in any material respect on or as of the date made or deemed made; provided that the failure of any representation or warranty (other than the representations and warranties referenced in Subsection 6.1(q)(ii) and the representation contained
in the Officer’s Certificate delivered pursuant to Subsection 6.1(g) with respect to the satisfaction of the condition set forth in Subsection 6.1(q)(i)) to be true and correct on the Closing Date will not constitute an Event of Default
hereunder or under any other Loan Document, including for the purposes of exercising any remedy under Subsection 9.2 of this Agreement or for the purpose of determining any right to exercise enforcement rights under any Loan Document;
oror 
 (c) Any Loan Party shall default in the payment,
observance or performance of any term, covenant or agreement contained in Section 8; or 
 (d) Any Loan Party
shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in clauses (a) through (c) of this Subsection 9.1), and such default shall continue
unremedied for a period of 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower Representative becomes aware of such failure and (B) the date on which written notice thereof shall have been
given to the Borrower Representative by the Administrative Agent or the Required Lenders; or 
 (e) Any Loan Party or any of
its Restricted Subsidiaries shall (i) default in (x) any payment of principal of or interest on any Indebtedness (excluding Indebtedness hereunder) in excess of
$15,000,00025,000,000 or (y) in the payment of any Guarantee Obligation in respect of Indebtedness
in excess of $15,000,00025,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation
was created; (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (excluding the Term Loans) or Guarantee Obligation in
respect of Indebtedness referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a default in the observance of any financial maintenance covenant, or a failure to
provide notice of a default or an event of default under such instrument or agreement), or any other event shall occur or condition exist, the effect of which default or other event or 

  
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condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable (an
“Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or
declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and (in the case of the preceding clause (i) or (ii)) such default, event or condition shall not have been
remedied or waived by or on behalf of the holder or holders of such Indebtedness or Guarantee Obligation (provided that the preceding clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or equivalent event pursuant to the terms of any Hedging Agreement); or
(iii) in the case of any Indebtedness or Guarantee Obligations in respect of Indebtedness referred to in clause (i) above containing or otherwise requiring observance or
compliance with any financial maintenance covenant, default in the observance of or compliance with such financial maintenance covenant such that such Indebtedness or Guarantee Obligation shall have been Accelerated and such Acceleration shall not
have been rescinded; or 
 (f) If (i) Holdings, either Borrower or any Material Subsidiary of
the Parent Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to
have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its
debts (excluding, in each case, the solvent liquidation or reorganization of any Foreign Subsidiary of the Parent Borrower that is not a Loan Party), or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and
manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or either Borrower or any Material Subsidiary of the Parent Borrower shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against Holdings, either Borrower or any Material Subsidiary of the Parent Borrower any case, proceeding or other action of a nature referred to in clause (i) above which
(A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced
against Holdings, either Borrower or any Material Subsidiary of the Parent Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings,
either Borrower or any Material Subsidiary of the Parent Borrower shall take any corporate or other similar organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) Holdings, either Borrower or any Material Subsidiary of the Parent Borrower shall be generally unable to, or shall admit in writing its general inability to, pay its debts as
they become due; or 

  
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 (g) (i) Any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or
Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Borrower, Restricted Subsidiary or Commonly Controlled Entity, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings
or appointment of a trustee is in the reasonable opinion of the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title
IV of ERISA other than a standard termination pursuant to Section 4041(b) of ERISA, (v) either of the Parent Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Administrative Agent is reasonably
likely to, incur any liability in connection with a withdrawal from, or the Insolvency or ERISA Reorganization of, a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan or Foreign Plan;
and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would be reasonably expected to result in a Material Adverse Effect; or 

(h) One or more judgments or decrees shall be entered against the Parent Borrower or any of its Restricted Subsidiaries
involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal
thereof shall be unsuccessful) of $15,000,00025,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or 
 (i) (i) Any material provision of
anyThe Guarantee and Collateral Agreement shall, or any other Security Document shallcovering a significant
portion of the Collateral shall (at any time after its execution, delivery and effectiveness) cease for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof), or any Loan Party which is a party to any
such Security Document shall so assert in writing or (ii) the Lien created by any of the Security Documents shall cease to be perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority
purported to be created thereby with respect to any significant portion of the Term Loan Priority Collateral (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby or by any Security Document)
and such failure of such Lien to be perfected and enforceable with such priority shall have continued unremedied for a period of 20 days; or 

(j) Any Loan Party shall assert in writing that the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor
Agreement (after execution and 

  
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delivery thereof) or any Other Intercreditor Agreement (after execution and delivery thereof) shall have ceased for any reason to be in full force and effect (other than pursuant to the terms
hereof or thereof) or shall knowingly contest, or knowingly support any other Person in any action that seeks to contest, the validity or effectiveness of any such intercreditor agreement (other than pursuant to the terms hereof or thereof); or 

(k) ASubject to the Borrowers’ option to make a
payment in full of all of the Loans, or to make a Change of Control Offer, each in accordance with Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to any Junior Debt), a
Change of Control shall have occurred. 
 9.2 Remedies Upon an Event of Default.
(a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of
Subsection 9.1(f) with respect to either Borrower, automatically the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event
is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Term Loans
hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable. 

(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand,
protest and all other notices of any kind are hereby expressly waived. 
 SECTION 10 

The Agents and the Other Representatives 

10.1 Appointment. (a) Each Lender hereby irrevocably designates and
appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement
and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents and the Other Representatives shall not have any duties or responsibilities, except, in the case of the Administrative Agent and the Collateral
Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent or the Other Representatives. 
 (b) Each of the Agents may perform any of their respective duties under
this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, 

  
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or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality
of the foregoing, that the Administrative Agent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Related Parties of each 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 Agent. 

(c) Except for Subsections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the
Borrowers’ rights thereunder and the conditions included therein) 10.9, the provisions of this Section 10 are solely for the benefit of the Agents and the Lenders, and neither the Borrowers nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions. 
 10.2 The Administrative Agent and Affiliates. Each person serving
as an 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 an Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings, the Parent Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account
therefor to the Lenders. 
 10.3 Action by an Agent. In performing its functions and duties under this Agreement, each Agent shall
act solely as an agent for the Lenders and, as applicable, the other Secured Parties, and no Agent assumes any (and shall not be deemed to have assumed any) relationship of agency or trust with or for the Parent Borrower or any of its Subsidiaries.
Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact (including the Collateral Agent in the case of the Administrative Agent), and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact or counsel selected by it with reasonable care. 

10.4 Exculpatory Provisions. (a) No Agent shall have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent: 

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

 (ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the


  
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Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment
of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law; and 

(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the person serving as such Agent or any of its affiliates in any capacity. 

(b) No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Subsection 9.2 or Subsection 11.1, as applicable)
or (y) in the absence of its own bad faith, gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by a Borrower or a
Lender. 
 (c) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents or (v) the satisfaction of any
condition set forth in Section 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in
this Agreement with reference to the Administrative Agent or the Collateral 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 as used
merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. 

(d) Each party to this Agreement acknowledges and agrees that the Administrative Agent may use an outside service provider for the tracking of
all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be
acting at the request and on behalf of the Borrowers and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. 

10.5 Acknowledgement and Representations by Lenders. Each Lender expressly acknowledges that none of the Agents or the Other
Representatives nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any Agent or any Other Representative hereafter taken, including any review
of the affairs of the Parent Borrower or any other Loan Party, shall be 

  
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deemed to constitute any representation or warranty by such Agent or such Other Representative to any Lender. Each Lender further represents and warrants to the Agents, the Other Representatives
and each of the Loan Parties that it has had the opportunity to review each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients
thereof. Each Lender represents to the Agents, the Other Representatives and each of the Loan Parties that, independently and without reliance upon any Agent, the Other Representatives or any other Lender, and based on such documents and information
as it has deemed appropriate, it has made and will make, its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Holdings and the
OpCoParent Borrower and the other Loan Parties, it has made its own decision to make its Loans hereunder and enter into this Agreement and it will make its own decisions in
taking or not taking any action under this Agreement and the other Loan Documents and, except as expressly provided in this Agreement, neither the Agents nor any Other Representative shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. Each Lender (other
than, in the case of clause (i), an Affiliated Lender, any Parent Entity or any Unrestricted Subsidiary) represents to each other party hereto that (i) it is a bank, savings and loan association or other similar savings institution,
insurance company, investment fund or company or other financial institution which makes or acquires commercial loans in the ordinary course of its business and that it is participating hereunder as a Lender for such commercial purposes and
(ii) it has the knowledge and experience to be and is capable of evaluating the merits and risks of being a Lender hereunder. Each Lender acknowledges and agrees to comply with the provisions of Subsection 11.6 applicable to the
Lenders hereunder. 
 10.6 Indemnity; Reimbursement by Lenders.
(a) To the extent that the Parent Borrower or any other Loan Party for any reason fails to indefeasibly pay any amount required under Subsection 11.5 to be paid by it to the
Administrative Agent (or any sub-agent thereof) or the Collateral Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay ratably according to their respective Term Credit Percentages in
effect on the date on which the applicable unreimbursed expense or indemnity payment is sought under this Subsection 10.6 such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities
and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or
any sub-agent thereof), in connection with such capacity. The obligations of the Lenders under this Subsection 10.6 are subject to the provisions of Subsection 4.8. 

(b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions
expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action. 
 (c) All amounts due under this Subsection 10.6 shall be payable not later than three Business
Days after demand therefor. The agreements in this Subsection 10.6 shall survive the payment of the Loans and all other amounts payable hereunder. 

  
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 10.7 Right to Request and Act on Instructions. 

(a) Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this
Agreement or of any of the Loan Documents an Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, the requesting Agent shall be absolutely entitled as between itself and the Lenders to refrain from
taking any action or to withhold any approval and shall not be under any liability whatsoever to any Lender for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions
from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of an Agent acting or
refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding
the instructions of the Required Lenders (or such other applicable portion of the Lenders), an Agent shall have no obligation to any Lender to take any action if it believes, in good faith, that such action would violate applicable law or exposes an
Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Subsection 10.6. 

(b) Each 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper
person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice
to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall be entitled to rely upon the
advice of any such counsel, accountants or experts and shall not be liable for any action taken or not taken by it in accordance with such advice. 

10.8 Collateral Matters. (a) Each Lender authorizes and directs the
Administrative Agent and the Collateral Agent to enter into (x) the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders
and the other Secured Parties, (y) any amendments or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor
Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional


  
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Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Parent Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan
Documents) and (z) any Incremental Commitment Amendment as provided in Subsection 2.8, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement
required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10 and any Specified Refinancing Amendment as provided in Subsection 2.11. Each Lender
hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, Collateral Agent or the Required Lenders in accordance with the
provisions of this Agreement, the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment
Amendment, any Increase Supplement, any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified Refinancing Amendment and the exercise by the Agents or the
Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of
the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Security Documents which may be necessary to perfect and maintain perfected
the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral
for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and
perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in
connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to
be accomplished by this Agreement or the Security Documents. 
 (b) The Lenders hereby authorize each Agent, in each case at its option and
in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Initial Term Loan Commitments and payment and satisfaction of all of the Term Loan Facility
Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold
or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor that becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Parent
Borrower or constituting Equity InterestsCapital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing
by the Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents, (B) at the written request of the Borrower
Representative to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of 

  
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any Permitted Lien and (C) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary
of the Parent Borrower or becomes an Excluded Subsidiary. Upon request by any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing any Agent’s
authority to release particular types or items of Collateral pursuant to this Subsection 10.8. 
 (c) The Lenders hereby
authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make
or consent to any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request by any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this
Agreement will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this Subsection 10.8(c). 

(d) No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by Holdings, the Parent
Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agents in this
Subsection 10.8 or in any of the Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it may deem appropriate, in
its sole discretion, given such Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its bad faith, gross negligence or willful misconduct. 

(e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived,
supplemented or modified as contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the written consent of the Agent party thereto and the Loan Party party thereto. 

(f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or
perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree. 

10.9 Successor Agent. Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent or the
Collateral Agent may be removed by the Borrower Representative or the Required Lenders if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is subject to an Agent Default
and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon 10 days’ notice to the Administrative Agent, the Collateral Agent, the Lenders and
the Borrower Representative, as applicable. If the Administrative Agent or the Collateral Agent shall be removed by the Borrower Representative or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the


  
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Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the Borrower Representative; provided that such approval by the Borrower Representative in connection with the appointment of any successor
Administrative Agent shall only be required so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower Representative shall not unreasonably
withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000. Prior to the Special Purpose Financial Statements, the OpCo
October/December 2013 Financial Statements or the substance of any of the foregoing being disclosed to any successor agent in connection with such appointment, such successor agent shall have executed a D&T Letter. Upon the successful
appointment of a successor agent, such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral
Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated,
without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this
Section 10 (including this Subsection 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and 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 between the Borrower Representative and such successor. 

10.10 [Reserved]. 
 10.11
Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for
or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any
other reason, without limiting the provisions of Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or
interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 this Agreement or any other Loan Document against any amount due the
Administrative Agent under this Subsection 10.11. The agreements in this Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and
the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. 
 10.12 Other Representatives. None of the
entities identified as Joint Bookrunners pursuant to the definition of Other Representative contained herein, shall have any 

  
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duties or responsibilities hereunder or under any other Loan Document in its capacity as such. Without limiting the foregoing, no Other Representative shall have nor be deemed to have a fiduciary
relationship with any Lender. At any time that any Lender serving as an Other Representative shall have transferred to any other Person (other than any of its affiliates) all of its interests in the Loans, such Lender shall be deemed to have
concurrently resigned as such Other Representative. 
 10.13 Administrative Agent May File Proofs of Claim. In case of the pendency
of any Bankruptcy Proceeding or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) is hereby authorized by the Lenders, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Subsections 4.5 and 11.5) allowed in such judicial
proceeding; 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Subsections 4.5 and 11.5. 

10.14 Application of Proceeds. The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows:
subject to the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of
Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as
otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative
Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the
Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein)


  
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due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding,
fourth, to pay principal of Loans then outstanding and obligations under Interest Rate Agreements, Currency Agreements, Commodities Agreements and Bank Products Agreements permitted hereunder and secured by the Guarantee and Collateral
Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to
receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata
among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter
into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.8, 2.10 and
2.11, as applicable. 
 Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement)
with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph. 

SECTION 11 
 Miscellaneous

 11.1 Amendments and Waivers. (a) Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof, may be amended, supplemented, modified or waived except in accordance with the provisions of this Subsection 11.1. The Required Lenders may, or, with the written consent of the Required
Lenders, the Administrative Agent may, from time to time, (x) enter into with the respective Loan Parties hereto or thereto, as the case may be, written amendments, supplements or modifications hereto and to the other Loan Documents for
the purpose of adding any provisions to this Agreement or to the other Loan Documents or changing, in any manner the rights or obligations of the Lenders or the Loan Parties hereunder or thereunder or (y) waive at any Loan Party’s
request, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default
and its consequences; provided, however, that amendments pursuant to Subsections 11.1(d) and (f) may be effected without the consent of the Required Lenders to the extent provided therein; provided
further, that no such waiver and no such amendment, supplement or modification shall: 
 (i) (A) reduce or
forgive the amount or extend the scheduled date of maturity of any Loan or of any scheduled installment thereof (including extending any Maturity Date), (B) reduce the stated rate of any interest, commission or fee payable hereunder
(other than as a result of any waiver of the applicability of any post-default increase in interest rates), (C) extend the scheduled date of any payment of any Lenders’ Loans, (D) increase the Commitment of such Lender
(other than with respect to any Commitment 

  
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Increaseincrease pursuant to Subsection 2.8 in respect of which such Lender has agreed to be an Incremental
Lender or increase of Commitments with respect to Specified Refinancing Term Loans that such Lender has agreed to provide as a Specified Refinancing Lender pursuant to a Specified Refinancing Amendment entered into pursuant to Subsection
2.11); it being understood that no amendment, supplement, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory
reduction of the Commitments shall constitute an increase of any Commitment of such Lender, or (E) change the currency in which any Loan is payable, in each case without the consent of each Lender directly and adversely affected thereby
(it being understood that amendments or supplements to, or waivers or modifications of any conditions precedent, representations, warranties, covenants, Defaults or Events of Default or of a mandatory repayment of the Loans of all Lenders shall not
constitute an extension of the scheduled date of maturity, any scheduled installment, or the scheduled date of payment of the Loans of any Lender); 

(ii) amend, modify or waive any provision of this Subsection 11.1(a) or reduce the percentage specified in the
definition of “Required Lenders,” or consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and the other Loan Documents (other than pursuant to Subsection 8.7 or
11.6(a)), in each case without the written consent of all the Lenders; 
 (iii) release Guarantors accounting for all
or substantially all of the value of the Guarantee of the Obligations pursuant to the Guarantee and Collateral Agreement, or, in the aggregate (in a single transaction or a series of related transactions), all or substantially all of the Collateral
without the consent of all of the Lenders, except as expressly permitted hereby or by any Security Document (as such documents are in effect on the date hereof or, if later, the date of execution and delivery thereof in accordance with the terms
hereof); 
 (iv) require any Lender to make Loans having an Interest Period of longer than six months or shorter than one
month without the consent of such Lender; 
 (v) amend, modify or waive any provision of Section 10 without the
written consent of the Agents; 
 (vi) amend, modify or waive any provision of Subsection 10.1(a), 10.4 or
10.12 without the written consent of any Other Representative directly and adversely affected thereby; or 

(vii) [reserved]; 

(viii) [reserved]; 

(ix) [reserved]; 

(x) [reserved]; or 

(vii) (xi) amend, modify or waive the order
of application of payments set forth in Subsection 4.4(g), 4.8(a), 10.14 or 11.7 or Section 4.1 of
the ABL/Term Loan Intercreditor Agreement, in each case without the consent of each Lender directly and adversely affected thereby; 

  
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 provided further that, notwithstanding and in addition to the foregoing, and in addition to Liens,
the Collateral Agent is authorized to release pursuant to Subsection 10.8(b), the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of
$5,000,00010,000,000 in any Fiscal Year without the consent of any Lender. 

(b) Any waiver and any amendment, supplement or modification pursuant to this Subsection 11.1 shall apply to each of the Lenders and
shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, each of the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and
under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent
thereon. 
 (c) [Reserved]. 

(d) Notwithstanding any provision herein to the contrary, this Agreement and the other Loan Documents may be amended (i) to cure
any ambiguity, mistake, omission, defect, or inconsistency with the consent of the Borrower Representative and the Administrative Agent, (ii) in accordance with Subsection 2.8 to incorporate the terms of any Incremental
Commitments (including to add a new revolving facility or letter of credit facility under this Agreement with respect to any Incremental Revolving Commitment or Incremental Letter of Credit Commitment) with the written consent of the Borrowers and
Lenders providing such Incremental Commitments, (iii) in accordance with Subsection 2.10 to effectuate an Extension with the written consent of the Borrowers and the Extending Lenders, (iv) in accordance with
Subsection 2.11 to incorporate the terms of any Specified Refinancing Facilities with the written consent of the Borrowers and the applicable Specified Refinancing Lenders, (v) in accordance with Subsection 7.12, to change
the financial reporting convention and (vi) with the consent of the Borrowers and the Administrative Agent (in each case such consent not to be unreasonably withheld, conditioned or delayed), in the event any mandatory prepayment or
redemption provision in respect of the Net Cash Proceeds of Asset Dispositions or Recovery Events or from Excess Cash Flow included or to be included in any Incremental Commitment Amendment or any Indebtedness constituting Additional Obligations or
that would constitute Additional Obligations would result in Incremental Term Loans or Additional Obligations, as applicable, being prepaid or redeemed on a more than ratable basis with the Term Loans in respect of the Net Cash Proceeds from any
such Asset Disposition or Recovery Event or Excess Cash Flow prepayment to the extent such Net Cash Proceeds or Excess Cash Flow are required to be applied to repay Term Loans hereunder pursuant to Subsection 4.4(e), to provide for mandatory
prepayments of the Initial Term Loans such that, after giving effect thereto, the prepayments made in respect of such Incremental Term Loans or Additional Obligations, as applicable, are not on more than a ratable basis. Without limiting the
generality of the foregoing, any provision of this Agreement and the other Loan Documents, including Subsection 4.4, 4.8 or 10.14 hereof, may be amended as set forth in the immediately preceding sentence pursuant to any
Incremental Commitment Amendment, any Extension Amendment or any Specified Refinancing 

  
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Amendment, as the case may be, to provide for non-pro rata borrowings and payments of any amounts hereunder as between any Tranches, including the Term Loans, any Incremental Commitments or
Incremental Loans, any Extended Term Tranche and any Specified Refinancing Tranche, or to provide for the inclusion, as appropriate, of the Lenders of any Extended Term Tranche, Specified Refinancing Tranche or Incremental Commitments or Incremental
Loans in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder. The Administrative Agent hereby agrees (if requested by the Borrower Representative) to execute any amendment referred to in this clause
(d) or an acknowledgement thereof. 
 (e) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or
deemed amended) or amended and restated with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the existing Facilities and the accrued interest and fees in
respect thereof, (y) to include, as appropriate, the Lenders holding such credit facilities in any required vote or action of the Required Lenders or of the Lenders of each Facility hereunder and (z) to provide class
protection for any additional credit facilities. 
 (f) Notwithstanding any provision herein to the contrary, any Security Document may be
amended (or amended and restated), restated, waived, supplemented or modified as contemplated by Subsection 11.17 with the written consent of the Agent party thereto and the Loan Party party thereto. 

(g) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or any
other Loan Document as contemplated by Subsection 11.1(a), the consent of each Lender or each affected Lender, as applicable, is required and the consent of the Required Lenders at such time is obtained but the consent of one or more of such
other Lenders whose consent is required is not obtained (each such Lender, a “Non-Consenting Lender”) then the Borrower Representative may, on notice to the Administrative Agent and the Non-Consenting Lender, (A) replace such
Non-Consenting Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Subsection 11.6 (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its
rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender; provided, further, that
the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all obligations of the Borrowers owing to the
Non-Consenting Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender (or, at the Borrower Representative’s option, by a Borrower) to such Non-Consenting Lender concurrently with such Assignment
and Acceptance or (B) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, prepay the Loans and, at the Borrower
Representative’s option, terminate the Commitments of such Non-Consenting Lender, in whole or in part, subject to Subsections 4.5(b) and 4.12, without premium or penalty. In connection with any such replacement under this
Subsection 11.1(g), if the Non-Consenting 

  
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Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of
(a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrowers owing to the Non-Consenting
Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance
and/or such other documentation as of such date and the applicable Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender, and the
Administrative Agent shall record such assignment in the Register. 
 11.2 Notices.
(a) All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including telecopy or electronic mail), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or electronic mail notice, when sent (except that, if
not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day) or, in the case of delivery by a nationally recognized overnight courier, when received, addressed as
follows in the case of the Borrowers, the Administrative Agent and the Collateral Agent, and as set forth in Schedule A in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties
hereto and any future holders of the Loans: 
  

			
	The Parent Borrower and the OpCo Borrower (including in its capacity as Borrower Representative):	  	 John Deere LandscapesSiteOne Landscape Supply, LLC

1060 Windward Ridge300 Colonial Center
Parkway,
 Suite
170600

AlpharettaRoswell, GA
30005 30076
 Attention: John T. Guthrie

Facsimile: (770) 442-3411
 Telephone: (770) 255-2146

Email: johnguthrie@johndeerelandscapesJGuthrie@siteone.com

		
	With copies (which shall not constitute notice) to:	  	 Debevoise & Plimpton LLP
 919 Third
Avenue
 New York, NY 10022
 Attention: Jeffrey E. Ross

Facsimile: (212) 521-7465
 Telephone: (212)
909-60006465
 Email: jeross@debevoise.com



  
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	The Administrative Agent/the Collateral Agent:	  	 UBS AG, Stamford Branch

ING Capital LLC

1325 Avenue of the Americas
 New York, NY
10019
 Attention: Maria KocherginBanking Products

Services

600 Washington Blvd.

Stamford, CT 06901

Facsimile: 
(646203)
424719-82233888

Telephone: (646615)
424332-82366868

Email: DLNYCLoanAgencyTeam@americas.ingDL-UBSAgency@ubs.com

		
	With copies (which shall not constitute notice) to:	  	 Paul Hastings LLP
 75 E. 55th
Street
 200 Park Avenue

New York, NY
1002210166
 Attention: Mario Ippolito

Facsimile: (212) 230-7848
 Telephone: (212) 318-6420

Email: marioippolito@paulhastings.com


 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to
Subsection 4.2, 4.4 or 4.8 shall not be effective until received. 
 (b) Without in any way limiting the obligation of
any Loan Party and its Subsidiaries to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice,
believed by the Administrative Agent in good faith to be from a Responsible Officer of a Loan Party. 
 (c) Loan Documents may be
transmitted and/or signed by facsimile or other electronic means (e.g., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually
signed originals and shall be binding on each Loan Party, each Agent and each Lender. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of any facsimile or other electronic document or signature. 
 (d)
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including electronic mail and Internet or intranet websites). Unless the Administrative Agent otherwise prescribes (with the
Borrower Representative’s consent), (i) notices and other communications sent to an e-mail address shall be deemed to have been duly made or given when delivered, provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been delivered at the opening of business on the next Business Day, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the posting thereof. 

  
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 (e) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF ANY BORROWER HEREUNDER (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. 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 BORROWER MATERIALS OR THE PLATFORM. 

(f) Each Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the
Borrower Representative and the Administrative Agent. 
 (g) All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 11.3
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 11.4
Survival of Representations and Warranties. All representations and warranties made hereunder and in the other Loan Documents (or in any amendment, modification or supplement hereto or thereto) and in any certificate delivered pursuant hereto
or such other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder. 
 11.5
Payment of Expenses and Taxes. The Borrowers, jointly and severally, agree (a) to pay or reimburse the Agents and the Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses
incurred in connection with (i) the syndication of the Facilities and the development, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and thereby and
(iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Paul
Hastings LLP, in its capacity as counsel to the Agents and Other Representatives, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is
approved by the Borrower Representative, (b) to pay 

  
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or reimburse each Lender, each Lead Arranger and the Agents for all their reasonable and documented out-of-pocket costs and expenses
incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the fees and disbursements of counsel to the
Agents and the Lenders(limited to one firm of counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each
Lender, each Lead Arranger and the Agents for, and hold each Lender, each Lead Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any
stamp, documentary, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by,
or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each Lead
Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm
of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such
conflict informs the Borrower Representative of such conflict and thereafter, after receipt of the Borrower Representative’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such
affected Indemnitee)) with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the
use of proceeds of the Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower or any of its Restricted Subsidiaries or any of the property of the
Parent Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the Parent Borrower or any of its Restricted Subsidiaries was managed, released, or discharged, or
(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or any Loan Party and regardless of
whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided that the Borrowers shall not have any obligation hereunder to any Lead Arranger, any
Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from
(i) the gross negligence, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any
sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative,
Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and
non-appealable decision or (iii) claims against 

  
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such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrowers nor any
Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrowers’ indemnity or reimbursement obligations under this
Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this
Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower
Representative set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower Representative in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in
Subsections 11.5(b) and (c) above, neither Borrower shall have any obligation under this Subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied,
collected, withheld or assessed by any Governmental Authority. The agreements in this Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. 

11.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than in accordance with Subsection 8.7, neither
Borrower shall 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 either 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 Subsection 2.10(e), Subsection 4.13(d), Subsection 11.1(g) or this Subsection 11.6. 

(a) (i) Subject to the conditions set forth in Subsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the
ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations
under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: 

(A) the Borrower Representative; provided that no consent of the Borrower Representative shall be required for an
assignment (x) of Term Loans to a Lender, an Affiliate of a Lender, or an Approved Fund (as defined below); provided, that if any Lender assigns all or a portion of its rights and obligations with respect to the Term Loans under
this Agreement to one of its Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such Affiliate, the Borrower Representative’s prior written consent shall be required for such assignment, and,
(y) if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrowers has occurred and is continuing, to any other Person; and 

(B) the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); provided that no
consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender or an Approved Fund. 

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

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall be in an amount of an integral multiple of $1,000,000 unless the Borrower Representative and the Administrative Agent otherwise consent, provided that
(1) no such consent of the Borrower Representative shall be required if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrowers has occurred and is continuing and (2) such amounts
shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; 
 (B) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for
concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments; 

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; 

(D) any assignment of Incremental Commitments or Loans to an Affiliated Lender shall also be subject to the requirements of
Subsections 11.6(h) and (i); and 
 (E) any Term
Loans acquired by Holdings, the Parent Borrower or any Restricted Subsidiary shall be retired and cancelled promptly upon acquisition thereof; and.  

(F) prior to the Special Purpose Financial Statements, the OpCo October/December 2013 Financial Statements or the substance of any of the foregoing
being disclosed to the Assignee, such Assignee shall first execute and deliver a D&T Letter. 
 For the purposes of this
Subsection 11.6, the term “Approved Fund” has the following meaning: “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 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. Notwithstanding the foregoing, no Lender shall be permitted to make 

  
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assignments under this Agreement to any Disqualified Lender and any such assignment shall be void ab initio, except to the extent the Borrower Representative has consented to such
assignment in writing (in which case such Lender will not be considered a Disqualified Lender solely for that particular assignment). 

(iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) below, from and after the effective date specified
in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 (and bound by any related obligations under) Subsections 4.10, 4.11, 4.12,
4.13 and 11.5, and bound by its continuing obligations under Subsection 11.16 and, in the case of each Reference Bank, Subsection 4.6(c)). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with Subsection 2.10(e), Subsection 4.13(d), Subsection 11.1(g) or this Subsection 11.6 shall, to the extent it would comply with Subsection 11.6(c), be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Subsection 11.6 (and any attempted assignment, transfer or participation which does not comply with this
Subsection 11.6 shall be null and void). 
 (iv) The Borrowers hereby designate the Administrative Agent, and the
Administrative Agent agrees, to serve as the Borrowers’ agent, solely for purposes of this Subsection 11.6, to maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Initial Term Loan Commitments or Incremental Commitments of, and interest and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by either Borrower (and, solely with respect to entries applicable to such Lender, any
Lender), at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything herein to the contrary, any assignment by a Lender to a Disqualified Lender shall be deemed null and void ab initio and the Register
shall be modified to reflect a reversal of such assignment, and the Borrowers shall be entitled to pursue any remedy available to them (whether at law or in equity, including specific performance to unwind such assignment) against the Lender and
such Disqualified Lender. In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any prospective assignee is a Disqualified Lender. Notwithstanding the foregoing, in no event shall the Administrative
Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Term Loans or 

  
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Incremental Term Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower Representative shall use commercially reasonable efforts to (i) promptly (and
in any case, not less than five Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Subsection 11.1) provide to the Administrative
Agent, a list of, to the Borrower Representative’s knowledge, all Affiliated Lenders holding Term Loans or Incremental Term Loans at the time of such notice and (ii) not less than five Business Days (or shorter period as agreed to
by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Subsection 11.1, provide to the Administrative Agent, a list of, to the Borrower Representative’s knowledge, all Affiliated
Debt Funds holding Term Loans or Incremental Term Loans at the time of such notice. 
 (v) Each Lender that sells a
participation shall, acting for itself and, 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 the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such
disclosure is necessary (x) 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 or (y) for either
Borrower to enforce its rights hereunder. The entries in the Participant Register shall be conclusive absent manifest error, and a 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. 
 (vi) Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender (unless such assignment is being made in accordance with Subsection 2.10(de), Subsection
4.13(d) or Subsection 11.1(g), in which case the effectiveness of such Assignment and Acceptance shall not require execution by the 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 this Subsection 11.6(b) and any written consent to such assignment required by this Subsection 11.6(b), the Administrative Agent shall
accept such Assignment and Acceptance, record the information contained therein in the Register and give prompt notice of such assignment and recordation to the Borrower Representative. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this clause (vi). 
 (vii) On or prior to the effective date of
any assignment pursuant to this Subsection 11.6(b), the assigning Lender shall surrender to the Administrative Agent any outstanding Notes held by it evidencing the Loans which are being assigned. Any Notes surrendered by the assigning Lender
shall be returned by the Administrative Agent to the Borrower Representative marked “cancelled”. 

  
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 Notwithstanding the foregoing provisions of this Subsection 11.6(b) or any
other provision of this Agreement, if the Borrower Representative shall have consented thereto in writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans, Incremental
Commitments and Initial Term Loan Commitments via an electronic settlement system acceptable to Administrative Agent and the Borrower Representative as designated in writing from time to time to the Lenders by Administrative Agent (the
“Settlement Service”). At any time when the Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed Assignee pursuant to
the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written approval of the Borrower Representative and shall be consistent with the other provisions of this Subsection 11.6(b). Each
assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans, Incremental Commitments and Initial Term Loan Commitments pursuant to the Settlement Service.
Assignments and assumptions of Loans, Incremental Commitments and Initial Term Loan Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set forth
herein. The Borrower Representative may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans, Incremental Commitments and Initial Term
Loan Commitments shall be effected by the provisions otherwise set forth herein. 
 Furthermore, no Assignee, which as of the
date of any assignment to it pursuant to this Subsection 11.6(b) would be entitled to receive any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than the assigning Lender would have been entitled to
receive as of such date under such Subsections with respect to the rights assigned shall notwithstanding anything to the contrary in this Agreement be entitled to receive such greater payments unless the assignment was made after an Event of Default
under Subsection 9.1(a) or (f) has occurred and is continuing or the Borrower Representative has expressly consented in writing to waive the benefit of this provision at the time of such assignment. 

(b) (i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, without
the consent of the Borrower Representative or the Administrative Agent, sell participations (other than to any Disqualified Lender or a natural person) 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 Initial Term Loan Commitments, Incremental Commitments 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, (C) such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, (D) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement, and (E) in the case of any participation to a Permitted Affiliated Assignee, such participation shall be governed by the


  
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provisions of Subsection 11.6(h)(ii) to the same extent as if each reference therein to an assignment of a Loan were to a participation of a Loan and the references to Affiliated Lender
were to such Permitted Affiliated Assignee in its capacity as a participant, and (F) prior to the Special Purpose Financial Statements, the OpCo October/December 2013 Financial Statements or the substance of any of the foregoing being
disclosed to the Participant, such Participant shall first execute and deliver a D&T Letter. Any agreement 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, supplement, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
supplement, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clause (i) or (iii) of the second proviso to the second sentence of Subsection 11.1(a) and
(2) directly affects such Participant. Subject to Subsection 11.6(c)(ii), the Borrowers agree that each Participant shall be entitled to the benefits of (and shall have the related obligations under) Subsections 4.10,
4.11, 4.12, 4.13 and 11.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Subsection 11.6(b). To the extent permitted by law, each Participant also shall be
entitled to the benefits of Subsection 11.7(b) as though it were a Lender, provided that such Participant shall be subject to Subsection 11.7(a) as though it were a Lender. Notwithstanding the foregoing, no Lender shall be
permitted to sell participations under this Agreement to any Disqualified Lender and any such participation shall be void ab initio, except to the extent the Borrower Representative has consented to such participation in writing (in which
case such Lender will not be considered a Disqualified Lender solely for that particular participation). Any attempted participation which does not comply with Subsection 11.6 shall be null and void. 

(ii) No Loan Party shall be obligated to make any greater payment under Subsection 4.10, 4.11, 4.12 or
11.5 than it would have been obligated to make in the absence of any participation, unless the sale of such participation is made with the prior written consent of the Borrower Representative and the Borrower Representative expressly waives
the benefit of this provision at the time of such participation. Any Participant that is not incorporated under the laws of the United States of America or a state thereof shall not be entitled to the benefits of Subsection 4.11 unless such
Participant complies with Subsection 4.11(b) and provides the forms and certificates referenced therein to the Lender that granted such participation. 

(c) Any Lender, without the consent of the Borrower Representative or the Administrative Agent, 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 any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank of a member state of the European Union, and
this Subsection 11.6 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
(by foreclosure or otherwise) any such pledgee or Assignee for such Lender as a party hereto. 
 (d) No assignment or participation made or
purported to be made to any Assignee or Participant shall be effective without the prior written consent of the Borrower Representative if it would require either Borrower to make any filing with any Governmental Authority or qualify any Loan or
Note under the laws of any jurisdiction, and the Borrower Representative shall be entitled to request and receive such information and assurances as it may reasonably request from any Lender or any Assignee or Participant to determine whether any
such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law. 

  
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 (e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may
have funded hereunder to its designating Lender without the consent of the Borrower Representative or the Administrative Agent and without regard to the limitations set forth in Subsection 11.6(b). Each Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state, federal or provincial bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each
Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during
such period of forbearance. Each such indemnifying Lender shall pay in full any claim received from each such Borrower pursuant to this Subsection 11.6(f) within 30 Business Days of receipt of a certificate from a Responsible Officer of the
Borrower Representative specifying in reasonable detail the cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted, which certificate shall be conclusive absent manifest error. Without limiting the
indemnification obligations of any indemnifying Lender pursuant to this Subsection 11.6(f), in the event that the indemnifying Lender fails timely to compensate each such Borrower for such claim, any Loans held by the relevant Conduit Lender
shall, if requested by the Borrower Representative, be assigned promptly to the Lender that administers the Conduit Lender and the designation of such Conduit Lender shall be void. 

(f) If the Borrower Representative wishes to replace the Loans under any Facility with ones having different terms, it shall have the option,
with the consent of the Administrative Agent and subject to at least three Business Days’ (or such shorter period as agreed to by the Administrative Agent in its reasonable discretion) advance notice to the Lenders under such Facility, instead
of prepaying the Loans to be replaced, to (i) require the Lenders under such Facility to assign such Loans to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Subsection
11.1. Pursuant to any such assignment, all Loans to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid by the Borrowers),
accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Subsection 4.12. By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans
under such Facility pursuant to the terms of the form of the Assignment and Acceptance, the Administrative Agent shall record such assignment in the Register and accordingly no other action by such Lenders shall be required in connection therewith.
The provisions of this clause (g) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement. 

(g) (i) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion
of its rights and obligations under this Agreement in respect of its Loans or Commitments to any Parent Entity, the Parent Borrower, any Subsidiary or an Affiliated Lender and (y) any Parent Entity, the Parent Borrower and any


  
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Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro rata
basis in accordance with customary procedures to be agreed between the Borrower Representative and the Administrative Agent (or other applicable agent managing such auction); provided that (A) any such Dutch auction by the Parent
Borrower or its Subsidiaries shall be made in accordance with Subsection 4.4(l) and (B) any such Dutch auction by any Parent Entity shall be made on terms substantially similar to Subsection 4.4(l) or on other terms to be
agreed between such Parent Entity and the Administrative Agent (or other applicable agent managing such auction) or (2) open market purchases; provided further that: 

(1) such Affiliated Lender and such other Lender shall execute and deliver to the Administrative Agent an assignment agreement
substantially in the form of Exhibit L hereto (an “Affiliated Lender Assignment and Assumption”) and the Administrative Agent shall record such assignment in the Register; 

(2) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Term Loans
held (or participated in) by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0% of the aggregate principal amount of all Term Loans outstanding under this Agreement; 

(3) any such Term Loans acquired by (x) Holdings, the Parent Borrower or a Restricted Subsidiary shall be retired
or cancelled promptly upon the acquisition thereof and (y) an Affiliated Lender may, with the consent of the Borrower Representative, be contributed to the Parent Borrower, whether through a Parent or otherwise, and exchanged for debt or
equity securities of the Parent Borrower or such Parent that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by the Parent Borrower shall be retired and cancelled
promptly upon the acquisition thereof; 
 (4) [reserved]; and 

(5) each Lender making such assignment to, or taking such assignment from, such Affiliated Lender acknowledges and agrees that
in connection with such assignment, (1) such Affiliated Lender then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on the Affiliated Lender,
Holdings, the Parent Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of
the Excluded Information and (3) none of Holdings, the Parent Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and
releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Parent Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the
nondisclosure of 

  
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the Excluded Information. Each Lender entering into such an assignment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

 (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender that is not an Affiliated Debt Fund
shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited,
(B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been
made available to the Borrower Representative or its representatives or (C) receive advice of counsel to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney client privilege. 

(iii) Notwithstanding anything in Subsection 11.1 or the definition of “Required Lenders” to the
contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any
departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any
action) with respect to or under any Loan Document, an Affiliated Lender that is not an Affiliated Debt Fund shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to
such matter by Lenders who are not such Affiliated Lenders; provided that (I) to the extent Lenders are being compensated by the Borrowers for consenting to an amendment, modification, waiver or any other action, each Affiliated
Lender who has been deemed to have voted its Loans in accordance with this Subsection 11.6(h)(iii) shall be entitled to be compensated on the same basis as each consenting Lender as if it had voted all of its Loans in favor of the applicable
amendment, modification, waiver or other action); (II) no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its ratable share of any payments of Loans of any
class to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; and (III) that such Affiliated Lender shall have the right to approve any amendment, modification, waiver or
consent that (x) disproportionately and adversely affects such Affiliated Lender in its capacity as a Lender or affects such Affiliated Lender differently in its capacity as a Lender than other Lenders or (y) is of the type
described in Subsections 11.1(a)(i) through (xi) (other than subclauses (v) and (vi)); and in furtherance of the foregoing, (x) the Affiliated Lender agrees to execute and deliver to the Administrative Agent any
instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Subsection 11.6(h)(iii); provided that if the Affiliated Lender fails to promptly
execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this Subsection 11.6(h)(iii) and (y) the Administrative Agent is hereby appointed (such appointment being coupled
with an interest) by such Affiliated Lender as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of 

  
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such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably
necessary to carry out the provisions of this Subsection 11.6(h)(iii). 
 (iv) Each Affiliated Lender that is not an
Affiliated Debt Fund, solely in its capacity as a Lender, hereby agrees, and each Affiliated Lender Assignment and Assumption agreement shall provide a confirmation that, if any of Holdings, the Borrowers or any Restricted Subsidiary shall be
subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or liquidation proceeding (each, a “Bankruptcy Proceeding”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy
Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated
Lender’s claim with respect to its Term Loans (“Claim”) (including objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of
reorganization) so long as such Affiliated Lender in its capacity as a Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) with respect to any matter requiring the vote
of Lenders during the pendency of a Bankruptcy Proceeding (including voting on any plan of reorganization), the Term Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with
Subsection 11.6(h)(iii) above so long as such Affiliate Lender in its capacity as a Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Lenders. For the avoidance
of doubt, the Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Subsection 11.6(h)(iv) and the related provisions set forth in each Affiliated Lender Assignment
and Assumption constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, it is their intention that this Subsection 11.6(h)(iv)
would be enforceable for all purposes in any case where Holdings, any Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, such
Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender that is not an Affiliated Debt Fund hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s
attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Loans, Commitments and participations therein and not in respect of any other claim or status such
Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this
Subsection 11.6(h)(iv). 
 (h) Notwithstanding anything to the contrary in this Agreement, Subsection 11.1 or the definition
of “Required Lenders” (x) with respect to any assignment or participation to or by an Affiliated Debt Fund, such assignment or participation shall be made pursuant to an open market purchase and (y) for purposes of
determining whether the Required Lenders have (i)

  
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consented (or not consented) to any amendment, supplement, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party
therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action)
with respect to or under any Loan Document, all Term Loans held by Affiliated Debt Funds may not account for more than 50.0% of the Term Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action
pursuant to Subsection 11.1. 
 (i) Notwithstanding the foregoing provisions of this Subsection 11.6, nothing in this
Subsection 11.6 is intended to or should be construed to limit the Borrowers’ right to prepay the Loans as provided hereunder, including under Subsection 4.4. 

11.7 Adjustments; Set-off; Calculations; Computations. (a) If any
Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Subsection 9.1(f), or otherwise (except pursuant to Subsection 2.8,
2.9, 2.10, 2.11, 4.4, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6)), in a greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such
other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but without interest. 
 (b) In addition to any rights and remedies of
the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower Representative, any such notice being expressly waived by the Borrower Representative to the extent permitted by applicable law, upon the occurrence
of an Event of Default under Subsection 9.1(a) to set-off and appropriate and apply against any amount then due and payable under Subsection 9.1(a) by the Borrowers any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrowers. Each Lender agrees promptly to notify the Borrower Representative and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure
to give such notice shall not affect the validity of such set-off and application. 
 11.8 Judgment.
(a) If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other
currency being hereinafter in this Subsection 11.8 referred to as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency,
the conversion shall be made at the 

  
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rate of exchange prevailing on the Business Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any other jurisdiction that will
give effect to such conversion being made on such date, or the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this
Subsection 11.8 being hereinafter in this Subsection 11.8 referred to as the “Judgment Conversion Date”). 

(b) If, in the case of any proceeding in the court of any jurisdiction referred to in Subsection 11.8(a), there is a change in the rate
of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Loan Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to
ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the
Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from any Loan Party under this Subsection 11.8(b) shall be due as a separate debt and shall not
be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents. 
 (c) The term
“rate of exchange” in this Subsection 11.8 means the rate of exchange at which the Administrative Agent, on the relevant date at or about 12:00 noon, New York City time, would be prepared to sell, in accordance with its normal
course foreign currency exchange practices, the Obligation Currency against the Judgment Currency. 
 11.9 Counterparts. This
Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts (including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to the Borrower Representative and the Administrative Agent. 

11.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 11.11 Integration. This Agreement and the other Loan Documents represent the entire
agreement of each of the Loan Parties party hereto and thereto, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of the Loan Parties
party hereto, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents, as applicable. 

11.12 Governing Law. THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING 

  
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EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION. 
 11.13 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern
District of New York (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them; provided that nothing in this Agreement shall
be deemed or operate to preclude (i) any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Term Loan Facility Obligations (in which case any party
shall be entitled to assert any claim or defense, including any claim or defense that this Subsection 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court
order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New
York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in
another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any
of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Subsection 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such
action or proceeding; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Representative, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Subsection 11.2 or at such other
address of which the Administrative Agent, any such Lender and the Borrower Representative shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or
(subject to clause (a) above) shall limit the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Subsection 11.13 any consequential or punitive damages. 

  
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 11.14 Acknowledgements. Each Borrower hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

 (b) neither any Agent nor any Other Representative or Lender has any fiduciary relationship with or duty to such Borrower
arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on the one hand, and such Borrower, on the other hand, in connection herewith or therewith is
solely that of creditor and debtor; and 
 (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby and thereby among the Lenders or among such Borrower and the Lenders. 
 11.15
Waiver of Jury Trial. EACH OF THE BORROWERS, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN. 
 11.16 Confidentiality. (a) Each Agent
and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of Holdings or either Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or
(b) obtained by such Lender based on a review of the books and records of Holdings or the Parent Borrower or any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such
information (i) to any Agent, any Other Representative or any other Lender, (ii) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to either Borrower and its obligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in
this clause (ii), in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the Borrowers (it being understood that each relevant Lender shall be solely responsible for obtaining such
instrument (or such electronically recorded agreement)), (iii) to its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors of it and its Affiliates, provided
that such Lender shall inform each such Person of the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including, where
appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16), (iv) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or
its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any 

  
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Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, such Lender shall, unless prohibited by any Requirement of Law, notify the
Borrower Representative of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement,
(vi) in connection with the exercise of any remedy hereunder, under any Loan Document or under any Interest Rate Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National
Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (to the extent applicable), (viii) in connection with any litigation to which such Lender (or, with respect to
any Interest Rate Agreement, any Affiliate of any Lender party thereto) may be a party subject to the proviso in clause (iv) above, and (ix) if, prior to such information having been so provided or obtained, such information was
already in an Agent’s or a Lender’s possession on a non-confidential basis without a duty of confidentiality to the Borrowers being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment
and Acceptance, the provisions of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent or a Lender, respectively; provided that in no case
shall any Agent or Lender cease to be obligated pursuant to this Subsection 11.16 prior to the third anniversary of the Closing Date. 

(b) Each Lender acknowledges that any such information referred to in Subsection 11.16(a), and any information (including requests for
waivers and amendments) furnished by the Borrowers or the Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents, may include material non-public information concerning the Borrowers, the other Loan
Parties and their respective Affiliates or their respective securities. Each Lender represents and confirms that such Lender has developed compliance procedures regarding the use of material non-public information; that such Lender will handle such
material non-public information in accordance with those procedures and applicable law, including United States federal and state securities laws; and that such Lender has identified to the Administrative Agent a credit contact who may receive
information that may contain material non-public information in accordance with its compliance procedures and applicable law. 
 (c) Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, no Loan Party shall be required to disclose to any Lender or other person, and no Lender or other person shall be entitled to obtain, the Special Purpose Financial Statements,
the OpCo October/December 2013 Financial Statements or the substance of any of the foregoing, unless such Lender or other person shall have entered into a D&T Letter. 

11.17 Incremental Indebtedness; Additional Indebtedness. In connection with the Incurrence by any Loan Party or any Subsidiary thereof
of any Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness, each of the Administrative Agent and the Collateral Agent agree to execute and deliver the ABL/Term Loan Intercreditor Agreement, any Junior Lien
Intercreditor Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement Supplement and amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Security Document
(including but not limited to any Mortgages and UCC fixture filings), and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably deemed by the Borrower Representative to be necessary or reasonably
desirable for any Lien on the assets of any Loan Party permitted to secure such Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness to become a valid, perfected lien (with such priority as


  
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may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) pursuant to the Security Document being so amended, amended and
restated, restated, waived, supplemented or otherwise modified or otherwise. 
 11.18 USA PATRIOT Act Notice. Each Lender hereby
notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify, and record information that
identifies each Loan Party, which information includes the name of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act, and each Loan Party agrees to provide such
information from time to time to any Lender. 
 11.19 Electronic Execution of Assignments and Certain Other Documents. The words
“execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance or Affiliated Lender Assignment and Assumption or in any amendment or other modification hereof (including waivers and
consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act. 
 11.20 Reinstatement. This Agreement shall remain in
full force and effect and continue to be effective should any petition or other proceeding be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of any
creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall continue to be effective or to be reinstated, as the case may be,
if at any time payment and performance of the obligations of the Borrowers under the Loan Documents, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the
obligations, whether as a fraudulent preference, reviewable transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the
obligations of the Borrowers hereunder shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

11.21 Joint and Several Liability; Postponement of Subrogation. 

(a) The obligations of the Borrowers hereunder and under the other Loan Documents to which each Borrower is a party shall be joint and several
and, as such, each Borrower shall be liable for all of such obligations of the other Borrowers under this Agreement and the other Loan Documents to which each Borrower is a party. To the fullest extent permitted by law the liability of each Borrower
for the obligations under this Agreement and the other Loan Documents of the other Borrower with whom it has joint and several liability shall be absolute, unconditional and irrevocable, without regard to (i) the validity or
enforceability of this Agreement or any other Loan Document, any of the obligations hereunder or thereunder or any 

  
 191 








 
other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any applicable Secured Party, (ii) any defense,
set-off or counterclaim (other than a defense of payment or performance hereunder; provided that no Borrower hereby waives any suit for breach of a contractual provision of any of the Loan Documents) which may at any time be available to or
be asserted by such other Borrower or any other Person against any Secured Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge of such other applicable Borrower or such Borrower) which constitutes, or
might be construed to constitute, an equitable or legal discharge of such other applicable Borrower for the obligations hereunder or under any other Loan Document, or of such Borrower under this Subsection 11.21, in bankruptcy or in any other
instance. 
 (b) Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this
Agreement, by any payments made hereunder or otherwise, until the prior payment in full in cash of all of the obligations hereunder and under any other Loan Document. Any amount paid to any Borrower on account of any such subrogation rights prior to
the payment in full in cash of all of the obligations hereunder and under any other Loan Document shall be held in trust for the benefit of the applicable Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of
the applicable Secured Parties and credited and applied against the obligations of the Borrowers, whether matured or unmatured, in such order as the Administrative Agent shall elect. In furtherance of the foregoing, for so long as any obligations of
the Borrowers hereunder or any Commitments remain outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower (or any of its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in respect of payments made in respect of the obligations hereunder or under any other Loan Document of such other Borrower to any Secured Party. 

11.22 No Novation. Notwithstanding anything to the contrary contained herein, this
Agreement shall not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained
shall be construed as a substitution or novation of the obligations outstanding under the Original Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments
executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties under any
Loan Document from any of its obligations and liabilities as a Borrower, Guarantor or pledgor under any of the Loan Documents. 

[SIGNATURE PAGES FOLLOW] 

  
 192 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of
the date first written above. 
  

			
	CD&R LANDSCAPES MERGER SUB, INC.
	
	SITEONE LANDSCAPE HOLDING, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	CD&R LANDSCAPES MERGER SUB 2, INC.
	
	SITEONE LANDSCAPE SUPPLY, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE TO
AMENDED
AND RESTATED
TERM LOAN CREDIT AGREEMENT] 
  







 
			
	AGENT AND LENDERS:
	
	 ING CAPITAL LLC, 

UBS AG, STAMFORD BRANCH, 

	as Administrative Agent, Collateral Agent, and Lender
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE TO
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT] 

     







 SCHEDULE A 

Commitments and Addresses 
  

					
	 Lender
	  	Commitment	 
	 UBS AG, STAMFORD BRANCH 

677600 Washington Boulevard

Stamford, CT 06901
	  	$	16,700,000275,000,000	  
	 ING CAPITAL LLC 

1325 Avenue of the Americas 

New York, NY 10019
	  	$	15,000,000	  
	 HSBC BANK USA, NATIONAL ASSOCIATION 

452 Fifth Avenue 

New York, NY 10018
	  	$	12,500,000	  
	 NATIXIS, NEW YORK BRANCH 

1251 Avenue of the Americas 

New York, NY 10020
	  	$	12,500,000	  
	 SUMITOMO MITSUI BANKING CORPORATION 

277 Park Avenue 

New York, NY 10172
	  	$	5,000,000	  
		  	  
	  
	 
	 Total:
	  	$	61,700,000275,000,000	  
		  	  
	  
	 








 SCHEDULE 1.1(c) 

Assumed Indebtedness 
 None. 

Capitalized Lease Obligations 
 Schedule 1.1(d) is
incorporated herein by reference. 
 Letters of Credit 
  

													
	 Applicant
	  	
BeneficiaryContract
	  	Issue
Date	  	Expiration
Date	  	Current 
Amount of
L/C	  	Letter of
Credit
Number	  	Issued
by
							
	 LESCO, Inc.
	  	Pacific Employers Insurance Company andEV A05957 - ACE American Insurance Company	  	May
4April 1,
20132016	  	May
3January 4,
20142017	  	$61,9362,917,000	  	NZS596013	  	Wells
Fargo
							
	 LESCO, Inc.
	  	The ZurichEV A06087 - ACE American Insurance Company and its affiliates	  	May
4April 1,
20132016	  	May
3April 2,
20142017	  	$80,00017,961	  	NZS596012	  	Wells
Fargo
							
	 LESCO, Inc.
	  	the State of Washington Department of Agricultural Commission	  	May 4,
2013	  	May 3,
2014	  	$195,000	  	NZS596010	  	Wells
Fargo








 SCHEDULE 1.1(d) 

Existing Capitalized Lease Obligations 

[See attached.] 







 See Amended and Restated Credit Agreement 







 SCHEDULE 1.1(e) 

Existing Liens 
  

																					
	 	  	 Debtor/

Defendant
	  	 Search
Jurisdiction
	  	 Scope of

Search
	  	 Type of Filing
Found
	  	 Secured

Party/

Plaintiff
	  	 Collateral Type
	  	 Original

File Date
	  	 Original

File #
	  	 Amdt. File

Date
	  	 Amdt. File #

	1.	  	John Deere Landscapes LLC (f/k/a John Deere Landscapes, Inc.)	  	DE SOS	  	UCC Search	  	UCC-1; UCC-3	  	LES Schwab Warehouse Center, Inc.	  	Equipment, Goods and Personal Property purchased by the Debtor from the Secured Party.	  	08/31/2006	  	6303678-7	  	07/14/2011	  	2011-2710500 (Continuation)
	2.	  	John Deere Landscapes LLC (f/k/a John Deere Landscapes, Inc.)	  	DE SOS	  	UCC Search	  	UCC-1	  	Syngenta Crop Protection, Inc.FMC Corporation	  	Property of the Secured Party being held at Turf Care Supply Corp.’s premises on behalf ofby the
Debtor on agency.	  	08/13/2009

10/18/2012
	  	20092012

-
26013494021004
	  	N/A	  	N/A
	3.	  	John Deere LandscapesGreen Resource, LLC (f/k/a John Deere Landscapes, Inc.)1	  	DENC SOS	  	UCC Search	  	UCC-1	  	Turf Care Supply Corp.; PNC Bank, National Association, as AgentSygenta Crop Protection, KKC	  	Debtor’s accounts, inventory, and equipment, and the accounts, inventory and equipment of LESCO, Inc. that may become property of the DebtorProperty of
the Secured Party being held at Debtor’s premises	  	12/09/2009

4/13/2012
	  	2009-3941652

20120034275H
	  	N/A	  	N/A
	4.	  	John Deere LandscapesGreen Resource, LLC (f/k/a John Deere Landscapes, Inc.)	  	DENC SOS	  	UCC Search	  	UCC-1	  	FMC CorporationBayer CropScience LP	  	Property ofConsigned inventory/products belonging to the Secured Party being held by the Debtor on
agency.	  	10/18/2012

5/25/2012
	  	2012-4021004

20120049394F
	  	N/A	  	N/A
	5.	  	LESCO, Inc.2	  	OH SOS	  	UCC Search	  	UCC-1; UCC-3	  	PNC Bank, National Association, as Agent; Turf Care Supply Corp. c/o Platinum Equity	  	Assets (including Accounts, Deposit Accounts, Equipment, Inventory, L/C Rights, and other Collateral)	  	10/13/2005	  	OH00094280478	  	05/13/2010	  	20101330201 (Continuation)
	6.	  	LESCO, Inc.	  	OH SOS	  	UCC Search	  	UCC-1	  	Wachovia Bank	  	Equipment (vehicle lease)	  	04/17/2009	  	OH00134059246	  	N/A	  	N/A
	7.	  	LESCO, Inc.	  	OH SOS	  	UCC Search	  	UCC-1	  	BASF Corporation	  	BASF chemical products on consignment to Debtor	  	07/09/2009	  	OH00135912015	  	N/A	  	N/A
	8.	  	LESCO, Inc.	  	US District Court, Northern and Southern Districts, OH	  	Judgment Search	  	Certificate of Judgment for Case No. 00-41065 (USBC SDNY)	  	Randall’s Island Family Golf Centers, Inc.	  	Plaintiff Awarded $50,073.09 plus post-judgment interest	  	08/07/2002	  	N/A	  	N/A	  	N/A
	5.9.	  	LESCO, Inc.Green Resource, LLC	  	US District Court, Northern and Southern Districts, OHNC SOS	  	JudgmentUCC Search	  	Judgment Entry for Case No. 07 CV 2505 (Northern District of OH Eastern Div.)UCC-1	  	Kathleen M. MinahanFMC Corporation	  	$418,077.13 awarded to Plaintiff; $72,955.21 awarded to LESCO, IncAll property of the Secured Party held by Debtor on agency.	  	03/05/2009

5/21/2014
	  	N/
A20140048313H	  	N/A	  	N/A (there is a Joint Satisfaction dated 04/30/2009 which we are unable to obtain because access is restricted)

  

	1 	Note: The secured obligations underlying these filings are no longer outstanding. John Deere Landscapes LLC is in the process of
terminating this lien. 


	2 	Note: The secured obligations underlying these filings are no longer outstanding. John Deere Landscapes LLC is in the process of terminating this lien. 








 SCHEDULE 1.1(f) 

Existing Investments 
 None. 







 SCHEDULE 5.4 

Consents Required 
 None. 







 SCHEDULE 5.6 

Litigation 
 None. 







 SCHEDULE 5.8 

Real Property 
 None. 







 SCHEDULE 5.9 

Intellectual Property Claims 
 None. 







 SCHEDULE 5.15 

Subsidiaries 
  

									
	 Name of Entity
	  	 Equity Holder
	  	Percentage Ownership
Interest	 	 	Jurisdiction of
Organization
	John Deere LandscapesSiteOne LandScape Supply, LLC	  	JDASiteOne Landscape Supply Holding, LLC	  	 	100	% 	 	Delaware
				
	John Deere LandscapesSiteOne Landscape Supply Ltd.	  	John Deere LandscapesSiteOne Landscape Supply, LLC	  	 	100	% 	 	Ontario (Canada)
				
	LESCO, Inc.	  	John Deere LandscapesSiteOne Landscape Supply, LLC	  	 	100	% 	 	Ohio
				
	Green Resource, LLC	  	SiteOne Landscape Supply, LLC	  	 	100	% 	 	North Carolina
				
	GR4, LLC	  	Green Resource, LLC	  	 	100	% 	 	North Carolina
				
	Hydro-Scape Products, Inc.	  	SiteOne Landscape Supply, LLC	  	 	100	% 	 	California








 SCHEDULE 5.17 

Environmental Matters 
 None. 







 SCHEDULE 5.20 

Insurance 
  

									
	 Coverage
	  	 Carrier
	  	 Limits
	  	 Deductible
	  	 Term

	 1. Premises Pollution Policy issued to LESCO (Claims Made)

All Risk Property
	  	ACEAON Risk Solutions Northeast, Inc.	  	$15,000,000 per claim250,000,000	  	$100,000 self-insured retention	  	 15 Aug 05-15

1/31/2015 – 1/31/2016

	 2. US AutoGeneral
Liability
	  	AIGACE American Insurance Company	  	$3,000,000 each accident2,000,000	  	 Reinsured through John Deere Indemnity$100,000 Each
Occurrence
 Defense Costs Reimbursement – Pro Rata
	  	1 Nov 13-1412/23/2015 – 12/23/2016
	 3. CN Auto
LiabilityWorkers Compensation
	  	AIGACE American Insurance Company	  	 US$2,000,000 each accidentPart One: Statutory

Part Two: $1,000,000
	  	Reinsured through John Deere Indemnity$350,000	  	1 Nov 13-1412/23/2016 – 12/23/2017
					
	 4. Crime and Employee Fidelity (US &
CN)Business Auto
	  	Travelers Casualty and Surety Company of America, FederalACE American Insurance Company (Chubb), Berkley Regional Insurance Co.	  	$50,000,000 per loss2,000,000	  	$1,500,000 per loss100,000 Each Occurrence	  	5 Jun 13-1412/23/2015 – 12/23/2016
	
5. UmbrellaEmployment
Practices Liability (US & CN)
 Claims Made Policy
	  	XL Insurance (Bermuda) Ltd., Alterra Bermuda Limited, Chartis Excess Limited, AWAC	  	$100,000,00025,000,000	  	$5,000,00010,000 retention	  	5 Jun 13-1412/23/2015 – 12/23/2016
					
	 6. Foreign
Liability
 6. Fiduciary (US & CN)

Claims Made Policy
	  	Illinois National Insurance Company, Travelers Casualty and Surety Company of America, Chrtis Excess Limited, Bermuda, ACE American Insurance Company, AXIS Insurance Company, Arch Insurance Company, Liberty
Mutual Insurance Company, Berkley Insurance Company	  	 $100,000,000 each claim, $100,000,000 aggregateGeneral Liability:
$2,000,000
 Auto Liability: $1,000,000

Employee Benefits: $1,000,000

Employers Liability: $1,000,000
	  	$0 for Non-Indemnifiable claims; $1,500,000 for Indemnifiable ClaimsN/A	  	5 Jun 13-1412/23/2015 – 12/23/2016
					
	 7. US Commercial General
LiabilityExcess – 1st Layer

Excess –
2nd Layer
 7. 

Excess –
3rd Layer
	  	 AIGAllied World Insurance

Navigators

Fireman’s Fund
	  	 $2,000,000 each occurrence; $4,000,000 general aggregate. $4,000,000 aggregate for completed
operations$25,000,000 excess of $25,000,000

$25,000,000 excess of $50,000,000

$25,000,000 excess of $75,000,000
	  	Reinsured insured through John Deere IndemnityN/A	  	1 Nov 13-1412/23/2015 – 12/23/2016
					
	 8. CN Commercial General Liability
	  	AIG	  	US$2,000,000 each occurrence; US$4,000,000 general aggregate. US$4,000,000 aggregate for completed operations	  	Reinsured through John Deere Indemnity	  	1 Nov 13-14
					
	 9. ExcessPremises
Environmental Liability including Products (- US & CN)
	  	ACEGreat American Insurance Company, Ironshore Europe, Great American, ArgoRe, Lexington (London), ACE bermuda, Chartis, CV Starr, Catlin, Aspen
Dublin, Liberty International, AWAC Bermuda	  	$500,000,000 per occurrence aggregate10,000,000	  	$2,000,000 except as follows: $6,000,000 for US & CN Products; $3,000,000 each accident for US auto50,000 self insured retention	  	1 Nov 13-1412/20/2013 – 12/20/2018
					
	 10. Premises Environmental
Liability - CanadaUS & CN Professional Liability and Errors & Omissions Liability (including Cyber Risks)

Claims Made Policy
	  	BeazleyGreat American Insurance Company, Ironshore Europe, Chartis/Swiss Re	  	$60,000,000 each claim and aggregate. $15,000,000 Privacy Notification Costs, $15,000,000 regulatory Defense & Penalties10,000,000	  	$250,000 each claim50,000 self insured retention	  	1 Nov 13-1412/20/2013 – 12/20/2018









									
	 Coverage
	  	 Carrier
	  	 Limits
	  	 Deductible
	  	 Term

	Directors & Officers	  	AIG	  	$25,000,000	  	$250,000 retention for securities claim $250,000 retention for other claims	  	8/31/2015 – 8/31/2016
	11. All Risk Property (US and CN) including Earthquake1st Excess Directors & Officers – Post Transaction	  	Factory MutualSteadfast Insurance Company	  	Replacement Cost$25,000,000 x of $25,000,000	  	$100,000 for John Deere LandscapesN/A	  	1 Jan 13-148/31/2015 –8/31/2016
	2nd Excess Directors & Officers – Post Transaction	  	 Alterra Excess &
Surplus Insurance

Company
	  	$25,000,000 x of $50,000,000	  		  	
	3rd Excess Directors & Officers – Post Transaction	  	Arch Specialty Insurance Company	  	$25,000,000 x of $75,000,000	  		  	
	4th Excess Directors & Officers – Post Transaction	  	AIG Specialty Insurance Company	  	$25,000,000 x of $100,000,000	  		  	
	5th Excess Directors & Officers – Post Transaction	  	 Endurance American 

Specialty Insurance Company
	  	 $25,000,000 x of
$125,000,000
	  		  	
	 12. US Workers’ CompensationDirectors & Officers 

12. Runoff
	  	AIG	  	WC: Statutory EL: $2,000,000 Bodily Injury by Accident; $2,000,000 Bodily Injury by Disease for each employee; $10,000,000 Policy Limit for Bodily Injury by
Disease$25,000,000	  	$2,500,000250,000 retention per accident reinsured through John Deere indemnity	  	1 Nov 13-1412/23/2013 – 12/23/2019
	 13. Employment Practices
Liability/FiduciaryDirectors & Officers Liability
 Claims Made Policy
	  	AIG, Lloyd’s, London-Beazley Hiscox; Travelers, ACE American, Zurich American, Aspen American, AWAC, AIG Cat, HCC, Everest National, Berkley	  	 $175,000,000 per claim and aggregate$10,000 EPL

$5,000,000 Fiduciary
	  	 $0 per involved Director or Officer, $5,000,000 per loss for Company
Reimbursement$150,000 EPL retention

$0 Fiduciary retention
	  	4 Jun 13-148/31/2015 – 8/31/2016
	Crime	  	National Union Fire Insurance Company of Pittsburgh, PA	  	$5,000,000	  	$75,000 single loss retention	  	8/31/2015 – 8/31/2016








 SCHEDULE 7.2 

Website Address for Electronic Financial Reporting 

None. 
 SCHEDULE 7.13

 Post-Closing Collateral Requirements 

None. 







 SCHEDULE 8.1 

Existing Indebtedness 
 Schedule 1.1(c) is
incorporated herein by reference. 







 SCHEDULE 8.5 

Affiliate Transactions 
 None. 

SCHEDULE 8.10 

Parent Borrower Contracts 

None.