Exhibit
10.9


 


EXECUTION
VERSION


 


 






 


AMENDED
AND RESTATED 


TERM
LOAN AGREEMENT


 


by
and among


 


PHIBRO
ANIMAL HEALTH CORPORATION 


as
Borrower,


 


THE
GUARANTORS 


named
herein,


 


and


 


MAYFLOWER
L.P. 


as
Lender,


 


Dated
as of June 24, 2010


 


 






 




    	 



    	 



    

  


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	Definitions
    and Construction	1
	 	 	 
	1.1	Definitions	1
	 	 	 
	1.2	Accounting
    Terms	29
	 	 	 
	1.3	Construction	29
	 	 	 
	1.4	Schedules
    and Exhibits	30
	 	 	 
	2.	Loan
    and Terms of Payment	30
	 	 	 
	2.1	Loan	30
	 	 	 
	2.2	Notation;
    Promissory Notes	30
	 	 	 
	2.3	Payments	30
	 	 	 
	2.4	Rates,
    Payments, and Calculations	31
	 	 	 
	2.5	Crediting
    Payments	32
	 	 	 
	2.6	[Intentionally
    Omitted]	32
	 	 	 
	2.7	[Intentionally
    Omitted]	32
	 	 	 
	2.8	[Intentionally
    Omitted]	32
	 	 	 
	2.9	Repayment
    of Loan	32
	 	 	 
	2.10	Prepayment
    of Loan	32
	 	 	 
	2.11	[Intentionally
    Omitted]	33
	 	 	 
	2.12	Ranking	33
	 	 	 
	3.	Conditions	33
	 	 	 
	3.1	Conditions	33
	 	 	 
	4.	[Intentionally
    Omitted]	34
	 	 	 
	5.	Representations
    and Warranties of Borrower	34
	 	 	 
	5.1	Corporate
    Organization and Authority of Borrower and its Subsidiaries; Non-Contravention; Approvals	34
	 	 	 
	6.	Covenants	35
	 	 	 
	6.1	Reports
    to Lender	35
	 	 	 
	6.2	Waiver
    of Stay, Extension or Usury Laws	36
	 	 	 
	6.3	Compliance
    Certificate; Notice of Default	36
	 	 	 
	6.4	Taxes	36
	 	 	 
	6.5	Limitations
    on Additional Indebtedness	36
	 	 	 
	6.6	Limitations
    on Layering Indebtedness	38
	 	 	 
	6.7	Limitations
    on Restricted Payments	39
	 	 	 
	6.8	Limitations
    on Asset Sales	41


 




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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	6.9	Limitations
    on Transactions with Affiliates	43
	 	 	 
	6.10	Limitations
    on Liens	44
	 	 	 
	6.11	Conduct
    of Business	45
	 	 	 
	6.12	Additional
    Guarantees	45
	 	 	 
	6.13	Limitations
    on Dividends and Other Restrictions Affecting Restricted Subsidiaries	45
	 	 	 
	6.14	Limitations
    on Designation of Unrestricted Subsidiaries	46
	 	 	 
	6.15	Limitations
    on Sale and Leaseback Transactions	48
	 	 	 
	6.16	Maintenance
    of Properties; Insurance; Compliance with Law	48
	 	 	 
	6.17	Payments
    for Consent	48
	 	 	 
	6.18	Legal
    Existence	48
	 	 	 
	6.19	Limitations
    on the Issuance or Sale of Equity Interests of Restricted Subsidiaries	49
	 	 	 
	6.20	Change
    of Control Offer	49
	 	 	 
	6.21	Limitations
    on Mergers, Consolidations, etc.	50
	 	 	 
	7.	[Intentionally
    Omitted]	51
	 	 	 
	8.	Events
    of Default	51
	 	 	 
	9.	Lender’s
    Rights and Remedies	52
	 	 	 
	9.1	Rights
    and Remedies	52
	 	 	 
	9.2	Remedies
    Cumulative	53
	 	 	 
	10.	[Intentionally
    Omitted]	53
	 	 	 
	11.	Waivers;
    Indemnification	53
	 	 	 
	11.1	Demand;
    Protest; etc.	53
	 	 	 
	11.2	Indemnification	53
	 	 	 
	12.	Notices	54
	 	 	 
	13.	Choice
    of Law and Venue; Jury Trial Waiver	55
	 	 	 
	14.	Assignments
    and Participations; Successors	56
	 	 	 
	14.1	Assignments
    and Participations	56
	 	 	 
	14.2	Successors	57
	 	 	 
	15.	Amendments;
    Waivers	58
	 	 	 
	15.1	Amendments
    and Waivers	58
	 	 	 
	15.2	No
    Waivers; Cumulative Remedies	58
	 	 	 
	16.	Withholding
    Taxes	58
	 	 	 
	16.1	Withholding
    Taxes	58


 




    	- ii -



    	 



    

  


TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	17.	Guaranty
    Provisions	60
	 	 	 
	17.1	Guaranty	60
	 	 	 
	17.2	Limitation
    of Guarantee	60
	 	 	 
	17.3	Release
    of Guarantor	60
	 	 	 
	17.4	Waiver
    of Subrogation	61
	 	 	 
	18.	General
    Provisions	61
	 	 	 
	18.1	Effectiveness	61
	 	 	 
	18.2	Section
    Headings	61
	 	 	 
	18.3	Interpretation	61
	 	 	 
	18.4	Severability
    of Provisions	61
	 	 	 
	18.5	Amendments
    in Writing	62
	 	 	 
	18.6	Counterparts;
    Execution by Electronic Transmission	62
	 	 	 
	18.7	Revival
    and Reinstatement of Obligations	62
	 	 	 
	18.8	Confidentiality	62
	 	 	 
	18.9	Integration	63
	 	 	 
	18.10	USA
    PATRIOT Act	63


 




    	- iii -



    	 



    

  


EXHIBITS
AND SCHEDULES


 


	Exhibit A	Form of Assignment and Acceptance
	 	 
	Schedule 1	Lender’s Account
	Schedule 2	Designated Account


 




    	- iv -



    	 



    

  


AMENDED AND
RESTATED


TERM LOAN
AGREEMENT


 


THIS
AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”),
is entered into as of June 24, 2010, by and among MAYFLOWER L.P., a limited partnership registered in Jersey, Channel Islands (registered
no. LP282) (“Lender”),
and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”)
and the Guarantors (as hereinafter defined).


 


WHEREAS,
pursuant to a certain Term Loan Agreement (the “Original
Agreement”) dated February 12, 2009 among Borrower, the Original Guarantors, and 3i Quoted Private Equity plc,
a Jersey, Channel Islands, incorporated public closed-ended investment company (“3i
QPE”), 3i QPE provided term loan financing to Borrower;


 


WHEREAS,
as an inducement for Original Lender to provide such term loan financing, each of the Original Guarantors provided a guarantee
of certain obligations of Borrower as set forth in Section 17 of the Original Agreement;


 


WHEREAS,
all of the rights and obligations of Original Lender under the Original Agreement have been assigned to and assumed by Lender;


 


WHEREAS,
in connection with various financing transactions contemplated to be entered into by Borrower, the parties hereto mutually desire
to amend and restate the Original Agreement on the terms and conditions set forth herein; and


 


WHEREAS,
in connection with such financing transactions contemplated to be entered into by Borrower, certain of the Original Guarantors
are being released from their obligations with respect to the Original Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that, effective as of the Effective Date
(as defined below), the Original Agreement is amended and restated in its entirety as follows:


 


1.            Definitions
and Construction.


 


1.1           Definitions.
   As used in this Agreement, the following terms shall have the following definitions:


 


“3i
Group” means each of 3i QPE and 3i Group plc and (1) each of their subsidiary undertakings, any parent undertaking
of 3i QPE or 3i Group plc and any subsidiary undertakings of any such parent undertaking (together “3i
Parties”), (2) any fund, partnership, investment vehicle or other entity (whether corporate or otherwise) established
in any jurisdiction and which is either (a) managed or advised by an entity in the 3i Parties or (b) utilized for the purpose of
allowing 3i Parties employees (including former employees) to participate directly or indirectly in the growth in value of Borrower
((a) and (b) together being referred to as “3i
Funds”), (3) any subsidiary undertaking of a 3i Fund and (4) investors in 3i Funds. For these purposes “subsidiary
undertaking” and “parent undertaking” have the same meaning as in the UK Companies Act 2006.


 




    	 



    	 



    

  


“Acquired
Indebtedness” means (a) with respect to any Person that becomes a Restricted Subsidiary after the Effective Date,
Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not
incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (b) with respect to Borrower
or any Restricted Subsidiary, any Indebtedness of a Person (other than Borrower or a Restricted Subsidiary) existing at the time
such Person is merged with or into Borrower or a Restricted Subsidiary, or Indebtedness expressly assumed by Borrower or any Restricted
Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case,
incurred by such other Person in connection with, or in contemplation of, such merger or acquisition; provided, however, that Indebtedness of such acquired Person which is redeemed or otherwise repaid at the time of or substantially
contemporaneously with the consummation of the transactions by which such acquired Person merges with or into or becomes a Restricted
Subsidiary of such specified Person shall not be Acquired Indebtedness.


 


“Acquisition”
has the meaning set forth in the recitals hereto.


 


“Adjusted
Net Assets” of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after
giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Guaranty, of such Guarantor at
such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required
to pay the probable liability of such Guarantor on its debts and all other fixed and contingent liabilities (after giving effect
to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in
respect of the obligations of such Guarantor under the Guaranty), excluding Indebtedness in respect of the Guaranty, as they become
absolute and matured.


 


“Affiliate”
of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect
common control with, the referent Person. For purposes of Section
6.9, Affiliates shall be deemed to include, with respect to any Person, any other Person (a) which beneficially owns
or holds, directly or indirectly, 10% or more of any class of the Voting Stock of the referenced Person, (b) of which 10% or more
of the Voting Stock is beneficially owned or held, directly or indirectly, by the referenced Person or (c) with respect to an
individual, any immediate family member of such Person. For purposes of this definition, “control”
of a Person shall mean 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. Notwithstanding the above, for purposes of this Agreement, none
of Borrower or any Subsidiary of Borrower shall be considered to be an Affiliate of any Member of the 3i Group, and vice versa.


 


“Affiliate
Transaction” has the meaning set forth in Section
6.9.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement.


 


“amend”
means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment”
shall have a correlative meaning.


 


“Applicable
Prepayment Premium” means, in connection with any prepayment of the Loan, an amount equal to (a) with respect
to any prepayment made during the period from and after the Effective Date through and including December 31, 2011 other than a
Change of Control Prepayment, Net Proceeds Prepayment or Change in U.S. Tax Treaty Prepayment, 2.2% times
the principal amount of the Loan so prepaid, (b) with respect to a Change of Control Prepayment made at any time, 1.0% times the


 




    	2



    	 



    

  


principal
amount of the Loan so prepaid, and (c) with respect to any prepayment made after December 31, 2011, or any Net Proceeds Prepayment
or Change in U.S. Tax Treaty Prepayment made at any time, 0%.


 


“asset”
means any asset or property.


 


“Asset
Acquisition” means:


 


(1)         an
Investment by Borrower or any Restricted Subsidiary in or for the purchase of any other Person if, as a result of such Investment,
such Person shall become a Restricted Subsidiary, or shall be merged with or into Borrower or any Restricted Subsidiary, or


 


(2)         the
acquisition by Borrower or any Restricted Subsidiary of all or substantially all of the assets of any other Person or any division,
business unit or line of business of any other Person (including any assets of an Affiliate of a Person being acquired and used
or held for use by the Person (or division, business unit or line of business) being acquired).


 


“Asset
Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by Borrower or any
Restricted Subsidiary to any Person other than Borrower or any Guarantor (including by means of a Sale and Leaseback Transaction
or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”),
in one transaction or a series of related transactions, of any assets of Borrower or any of its Restricted Subsidiaries other than
in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:


 


(a)          transfers
of cash or Cash Equivalents;


 


(b)          transfers
of assets (including Equity Interests) that are governed by and made in accordance with Section
6.21;


 


(c)          Permitted
Investments and Restricted Payments permitted under Section
6.7;


 


(d)          the
creation of or realization on any Permitted Lien;


 


(e)          transfers
of damaged, worn-out or obsolete equipment or assets that, in Borrower’s reasonable judgment, are no longer used or useful in the
business of Borrower or its Restricted Subsidiaries;


 


(f)       
  sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other
intellectual property, and licenses, leases or subleases of other assets, of Borrower or any Restricted Subsidiary to the
extent not materially interfering with the business of Borrower and the Restricted Subsidiaries;


 


(g)          transfers
by a Foreign Subsidiary to any other Foreign Subsidiary;


 


(h)          any
transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers,
the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not
exceed $5,000,000; and


 


(i)           the
issuance or sale of Equity Interests of Borrower.


 


“Assignee”
has the meaning set forth in Section 14.1(a).


 




    	3



    	 



    

  


“Assignment
and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit
A.


 


“Attributable
Indebtedness”, when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination,
the present value (discounted at the Interest Rate, compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.


 


“Authorized
Person” means any Officer of Borrower.


 


“Bank
Product Obligations” means Indebtedness incurred in respect of credit cards, credit card processing services,
debit card, stored value cards, purchase cards, ACH transactions, and cash management transactions.


 


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


 


“Board
of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of
such Person, (b) in the case of any limited liability company, the board of managers of such Person, (c) in the case of any partnership,
the board of directors of the general partner of such Person, and (d) in any other case, the functional equivalent of the foregoing
or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorized committee of
such body.


 


“Borrower”
has the meaning set forth in the preamble to this Agreement.


 


“Borrowing”
means the borrowing of the Loan made on the Closing Date by Lender to Borrower.


 


“Business”
means the business of manufacturing and marketing of animal health and nutrition products and specialty chemicals.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close
in New York, New York, or London, United Kingdom.


 


“Capitalized
Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.


 


“Capitalized
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized
Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash
Equivalents” means:


 


(a)          marketable
direct obligations issued or fully guaranteed or insured by the United States of America or any agency or instrumentality thereof
(provided that the full faith and
credit of the United States of America is pledged in support thereof) maturing within 360 days of the date of acquisition thereof;


 


(b)          demand
and time deposits and certificates of deposit or acceptances, maturing within 360 days of the date of acquisition thereof, of any
financial institution that is a member of


 




    	4



    	 



    

  


the
Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000 and is assigned
at least a “B” rating by Thomson Financial BankWatch;


 


(c)          commercial
paper maturing no more than 360 days from the date of creation thereof issued by a corporation that is not Borrower or an Affiliate
of Borrower, and is organized under the laws of any State of the United States of America or the District of Columbia and rated
at least A-1 by S&P or at least P-1 by Moody’s;


 


(d)          repurchase
obligations with a term of not more than ten days for underlying securities of the types described in clause (a) above entered
into with any commercial bank meeting the specifications of clause (b) above;


 


(e)          marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within 360 days from the date of acquisition thereof and, at the time of acquisition, having one
of the two highest ratings obtainable from either S&P or Moody’s;


 


(f)          in
the case of any Foreign Subsidiary: (i) direct obligations of the sovereign nation (or any agency or instrumentality thereof) in
which such Foreign Subsidiary is organized or is conducting business or obligations fully and unconditionally guaranteed by such
sovereign nation (or any agency or instrumentality thereof), (ii) of the type and maturity described in clauses (a) through (e)
above of foreign obligors, which obligations or obligors (or the parents of such obligors) have ratings described in such clauses
or equivalent ratings from comparable foreign rating agencies or (iii) of the type and maturity described in clauses (a) through
(e) above of foreign obligors (or the parents of such obligors), which obligations or obligors (or the parents of such obligors)
are not rated as provided in such clauses or in clause (f)(ii) but which are, in the reasonable judgment of Borrower, comparable
in investment quality to such obligations and obligors (or the parents of such obligors); and


 


(g)          money
market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (a) through
(f) above.


 


“Change
in U.S. Tax Treaty” means the enactment, promulgation, execution or ratification of, or any amendment to, any
tax treaty to which the United States is a party, which, in each case, (a) occurs on or after the later of (i) February 12, 2009
or (ii) with respect to any assignment or granting of participating interests, the date of the applicable assignment or grant,
and (b) has not been initially publicly announced or otherwise publicly indicated by a Governmental Authority to be negotiated
or intended to be negotiated, and distributed or publicized on or through media generally or readily available to lenders, financial
institutions, investment funds or their advisers, including by subscription or other charge, prior to the later of (i) February
12, 2009 or (ii) with respect to any assignment or granting of participating interests, the date of the applicable assignment or
grant.


 


“Change
in U.S. Tax Treaty Prepayment” has the meaning set forth in clause (g) of Section
16.1.


 


“Change
of Control” means the occurrence of any of the following events:


 


(a)         prior
to a Public Equity Offering after the Effective Date, the Permitted Holders cease to own, or to have the power to vote or direct
the voting of, Voting Stock representing more than 50% of the voting power of the total outstanding Voting Stock of Borrower;


 




    	5



    	 



    

  


(b)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of all
securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of Voting Stock representing 50% or more of the voting power of the total outstanding
Voting Stock of Borrower;


 


(c)          during
any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together
with or as replaced by any new directors whose election to such Board of Directors or whose nomination for election by the stockholders
of Borrower was approved by (i) the majority in interest of the Permitted Holders or (ii) a vote of the majority of the directors
of Borrower then still in office who were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Borrower;


 


(d)          (i)
all or substantially all of the assets of Borrower and the Restricted Subsidiaries are sold or otherwise transferred to any Person
other than a Wholly-Owned Restricted Subsidiary or one or more Permitted Holders or (ii) Borrower consolidates or merges with or
into another Person or any Person consolidates or merges with or into Borrower, in either case under this clause (d), in one transaction
or a series of related transactions in which immediately after the consummation thereof Persons beneficially owning (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, Voting Stock representing in the aggregate a majority
of the total voting power of the Voting Stock of Borrower immediately prior to such consummation do not beneficially own (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, Voting Stock representing a majority of the total voting
power of the Voting Stock of Borrower or the surviving or transferee Person;


 


(e)          Borrower
shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of Borrower; or


 


(f)           both
(i) no Member of the 3i Group shall have the right to appoint or cause to be elected a director to Borrower’s Board of Directors
other than having relinquished such right as the direct or indirect result (including without limitation the cumulative or contributory
effect) of any sale, transfer or other disposition of beneficial interest of Voting Stock by one or more Members of the 3i Group
and (ii) (A) none of the Borrower’s directors shall have been elected or appointed by a Member of the 3i Group (except if such
situation exists as a result of voluntary resignation) and (B) Borrower shall have failed, following written request by a Member
of the 3i Group, to cause to be appointed or elected to Borrower’s Board of Directors an individual selected by the 3i Group and
meeting the conditions set forth in clauses (ii) and (iii) of the proviso to the third sentence of Section 6.1(a) of the Shareholders
Agreement for a Designated Director (as defined in Section 6.1(a) of the Shareholders Agreement) within 30 days of the earliest
practical date upon which Borrower or a Permitted Holder (excluding for this purpose clause (d) of the definition of Permitted
Holder) has the ability, using diligent efforts and acting in good faith and with the vote or consent of, and to the extent reasonably
requested, other cooperation of, the 3i Group but subject to receipt of any necessary approval or consent of any Governmental Authority,
securities exchange or similar body, to make or cause such appointment or election. For the avoidance of doubt, the foregoing provisions
of this clause (f) shall not override, or otherwise vary, any provision of the Shareholders Agreement, and any director appointment
or election made in satisfaction of any provision of this clause (f) shall not, unless made pursuant to


 




    	6



    	 



    

  


the
terms of the Shareholders Agreement, be deemed to be made thereunder or subject to the provisions thereof.


 


For
purposes of this definition, a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase
agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.


 


“Change
of Control Date” has the meaning set forth in clause (b) of Section
6.20.


 


“Change
of Control Prepayment” has the meaning set forth in clause (a) of Section
6.20.


 


“Closing
Date” means March 3, 2009.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Consolidated
Amortization Expense” for any period means the amortization expense of Borrower and the Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Cash Flow” for any period means, without duplication, the sum of the amounts for such period of:


 


(a)          Consolidated
Net Income; plus


 


(b)          in
each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income and with respect to the
portion of Consolidated Net Income attributable to any Restricted Subsidiary only if a corresponding amount would be permitted
at the date of determination to be distributed to Borrower by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its stockholders,


 


		(i)	Consolidated Income Tax Expense;



 


		(ii)	Consolidated Amortization Expense (but only to the extent not included in Consolidated Interest
Expense);



 


		(iii)	Consolidated Depreciation Expense;



 


		(iv)	Consolidated Interest Expense;



 


		(v)	any non-recurring fees, charges or other expenses made or incurred by Borrower in connection with
the Transactions or in connection with any transaction permitted by clause (r) of the definition of “Permitted Investments”;



 


		(vi)	all other non-cash items reducing Consolidated Net Income (excluding any non-cash charge that results
in an accrual of a reserve for cash charges in any future period) for such period; and



 


		(vii)	expenses incurred under the Shareholders Agreement related to payments made or required to be made
to the shareholders party thereto.



 




    	7



    	 



    

  


in
each case determined on a consolidated basis in accordance with GAAP, minus


 


(c)          the
aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net
Income for such period, other than the accrual of revenue in the ordinary course of business.


 


“Consolidated
Depreciation Expense” for any period means the depreciation expense of Borrower and the Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Income Tax Expense” for any period means the provision for taxes of Borrower and the Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Coverage Ratio” means the ratio of Consolidated Cash Flow during the most recent four consecutive full
fiscal quarters for which financial statements are available (the “Four-Quarter
Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio (the “Transaction
Date”) to Consolidated Interest Expense for the Four-Quarter Period. For purposes of this definition, Consolidated
Cash Flow and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such
calculation to:


 


(a)          the
incurrence of any Indebtedness or the issuance of any Preferred Stock of Borrower or any Restricted Subsidiary (and the application
of the proceeds thereof) and any repayment of other Indebtedness or redemption of other Preferred Stock (and the application of
the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working
capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent
to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance
or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter
Period; and


 


(b)          any
Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation
as a result of Borrower or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such
Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including, without duplication,
any pro forma effect as provided in the immediately succeeding paragraph) associated with any such Asset Acquisition) occurring
during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction
Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness
or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.


 


For
purposes of this definition, whenever pro forma effect is to be given to an Asset Sale or Asset Acquisition and the amount of Consolidated
Cash Flow relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting
Officer of Borrower and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that
any such pro forma calculations may include the annualized amount of operating expense reductions for such period resulting from
such Asset Sale or Asset Acquisition that (A) have been realized or (B) for which the steps necessary for realization have been
taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected
to be taken within the six month period following such


 




    	8



    	 



    

  


transaction
and which operating expense reductions are reasonably expected to be realized within the twelve month period following such transaction
and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative
functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations
and streamlining of corporate overhead, provided that, in each case, such adjustments are set forth in an Officers’ Certificate
signed by Borrower’s Chief Financial Officer and another Officer of Borrower which states (i) the amount of such adjustment
or adjustments, (ii) in the case of items (B) or (C) above, that such adjustment or adjustments are based on the reasonable good
faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and (iii) that any related
incurrence of Indebtedness is permitted pursuant to this Agreement.


 


In
calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated
Interest Coverage Ratio:


 


		(i)	interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date
and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate
of interest on such Indebtedness in effect on the Transaction Date;



 


		(ii)	if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined
at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then
the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and



 


		(iii)	notwithstanding clause (i) or (ii) above, interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate
per annum resulting after giving effect to the operation of these agreements.



 


“Consolidated
Interest Expense” for any period means the sum, without duplication, of the total interest expense of Borrower
and the Restricted Subsidiaries for such period, determined net of interest earned on cash and Cash Equivalents (other than payment-in-kind
interest), determined on a consolidated basis in accordance with GAAP and including, without duplication:


 


(a)          imputed
interest on Capitalized Lease Obligations and Attributable Indebtedness,


 


(b)          commissions,
discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance
financing and receivables financings,


 


(c)          the
net costs associated with Hedging Obligations related to interest rates,


 


(d)          amortization
of debt discount or premium,


 


(e)          the
interest portion of any deferred payment obligations,


 


(f)           capitalized
interest,


 


(g)          the
product of (a) all dividend payments on any series of Disqualified Equity Interests of Borrower or any Preferred Stock of any Restricted
Subsidiary (other than any such


 




    	9



    	 



    

  


Disqualified
Equity Interests or any Preferred Stock held by Borrower or a Wholly-Owned Restricted Subsidiary or to the extent paid in Qualified
Equity Interests), multiplied by
(b) a fraction, the numerator of which is one and the denominator of which is one minus
the then current combined federal, state and local statutory tax rate of Borrower and the Restricted Subsidiaries, expressed as
a decimal,


 


(h)          all
interest payable with respect to discontinued operations, and


 


(i)           all
interest on any Indebtedness described in clause (g) or (h) of the definition of Indebtedness.


 


“Consolidated
Net Income” for any period means the net income (or loss) of Borrower and the Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP; provided
that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:


 


(a)          the
net income (or loss) of any Person that is not a Restricted Subsidiary, except to the extent that cash in an amount equal to any
such income has actually been received by Borrower or, subject to clause (c) below, any Restricted Subsidiary during such period;


 


(b)          except
to the extent includible in the consolidated net income of Borrower pursuant to the foregoing clause (a), the net income (or loss)
of any Person that accrued prior to the date that (i) such Person becomes a Restricted Subsidiary or is merged into or consolidated
with Borrower or any Restricted Subsidiary or (ii) the assets of such Person are acquired by Borrower or any Restricted Subsidiary;


 


(c)          the
net income of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period,
except that Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining
Consolidated Net Income;


 


(d)          for
the purposes of calculating the Restricted Payments Basket only, in the case of a successor to Borrower by consolidation, merger
or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;


 


(e)          other
than for purposes of calculating the Restricted Payments Basket, any gain (or loss), together with any related provisions for taxes
on any such gain (or the tax effect of any such loss), realized during such period by Borrower or any Restricted Subsidiary upon
(i) the acquisition of any securities, or the extinguishment of any Indebtedness, of Borrower or any Restricted Subsidiary or (ii)
any Asset Sale by Borrower or any Restricted Subsidiary;


 


(f)       
   gains and losses due solely to fluctuations in currency values and the related tax effects according to
GAAP;


 


(g)          unrealized
gains and losses with respect to Hedging Obligations;


 


(h)          the
cumulative effect of any change in accounting principles; and


 




    	10



    	 



    

  


(i)   
      other than for purposes of calculating the Restricted Payments Basket, any
extraordinary or non-recurring gain (or extraordinary or non-recurring loss), together with any related provision for taxes
on any such extraordinary or non-recurring gain (or the tax effect of any such extraordinary or non-recurring loss), realized
by Borrower or any Restricted Subsidiary during such period.


 


In
addition, any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to clause
(c)(iv) of Section 6.7 or decreased
the amount of Investments outstanding pursuant to clause (1) of the definition of “Permitted Investments” shall be
excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket.


 


For
purposes of this definition of “Consolidated
Net Income.” “nonrecurring”
means any gain or loss as of any date that is not reasonably likely to recur within the two years following such date; provided
that if there was a gain or loss similar to such gain or loss within the two years preceding such date, such gain or loss shall
not be deemed nonrecurring.


 


“Consolidated
Tangible Assets” means, as of any date, the total amount of assets of Borrower and the Restricted Subsidiaries
on a consolidated basis at the end of the fiscal quarter immediately preceding such date, as determined in accordance with GAAP,
less Intangible Assets.


 


“Coverage
Ratio Exception” has the meaning set forth in the proviso in the first paragraph of Section
6.5.


 


“Covered
Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, fees, assessments
or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto, but excluding
(a) any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by
or based on the net income or net profits of Lender or (ii) to the extent that such tax results from a (x) change in the circumstances
of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in
the branch or lending office of Lender, or (y) change in the identity of Lender resulting in the application, as considered on
the date of such change, of a different or no tax treaty with the United States, (b) unless arising as a result of a Change in
U.S. Tax Treaty, any United States federal withholding or other tax required after giving effect to any applicable tax treaty or
other applicable exemption or reduction, and/or (c) any tax (i) arising as a result of Lender’s failure to comply with the
applicable provisions of clauses (b), (c) and (e) of Section
16.1 or (ii) resulting from Lender’s own willful misconduct or gross negligence.


 


“Credit
Facilities” means one or more debt facilities (which may be outstanding at the same time and including, without
limitation, the Revolving Credit Facility and this Agreement) providing for revolving credit loans, term loans or letters of credit
and, in each case, as such instruments may be amended, refinanced, re funded, replaced or otherwise restructured, in whole or in
part from time to time (including extending the maturity of, increasing the amount of available borrowings under, extending the
purpose to include acquisition, working capital and other facilities of, changing the conditions and basis of borrowing of, combining
the seniority of, changing the covenants and other provisions of, and adding Subsidiaries as additional borrowers or guarantors,
or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement
agreement or agreements and whether with the same or any other agent, lender or group of lenders), including (a) any notes, letters
of credit, guarantees, collateral and security documents, instruments and other agreements executed, issued or arranged in connection
therewith, and in each case as amended, modified, renewed, re-funded, replaced or refinanced from time to time, and (b) any notes,
letters of credit, guarantees,


 




    	11



    	 



    

  


collateral
and security documents, instruments and other agreements executed, issued or arranged in connection with any such amendment, modification,
renewal, re-funding, replacement or refinancing.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Default”
means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.


 


“Designated
Account” means the account of Borrower identified on Schedule
2.


 


“Designation”
has the meaning set forth in Section 6.14.


 


“Designation
Amount” has the meaning set forth in Section
6.14.


 


“Disqualified
Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by
the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the
happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of
the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in
part, on or prior to the date which is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in
full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise)
or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is
not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified
Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests
that are not Disqualified Equity Interests; provided,
further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions
thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable
or exercisable) the right to require Borrower to redeem such Equity Interests upon the occurrence of an asset sale or a change
in control occurring prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity
Interests if the asset sale or change of control redemption provisions applicable to such Equity Interests are no more favorable
to such holders than the provisions of Sections
6.8 and 6.20, respectively,
and such Equity Interests specifically provide that Borrower will not redeem any such Equity Interests pursuant to such provisions
prior to Borrower’s prepayment of the Loan as required pursuant to the provisions of Sections
6.8 and 6.20, respectively.


 


“Dollars”
or “$” means United States dollars.


 


“Effective
Date” means the date on which the Notes are originally issued.


 


“Eligible
Transferee” means any Member of the 3i Group.


 


“Equity
Interests” of any Person means (a) any and all shares or other equity interests (including common stock, preferred
stock, limited liability company interests and partnership interests) in such Person and (b) all rights to purchase, warrants or
options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person.


 


“Event
of Default” has the meaning set forth in Section
8.


 




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“Excess
Proceeds” has the meaning set forth in clause (c) of Section
6.8.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as in effect from time to time.


 


“Fair
Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating
to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able
buyer, neither of which is under any compulsion to complete the transaction. Fair Market Value (other than of any asset with a
public trading market) in excess of $5,000,000 shall be determined by the Board of Directors of Borrower acting reasonably and
in good faith and shall be evidenced by a board resolution delivered to Lender. Fair Market Value (other than of any asset with
a public trading market) in excess of $10,000,000 shall be determined by an Independent Financial Advisor, which determination
shall be evidenced by an opinion addressed to the Board of Directors of Borrower and delivered to Lender.


 


“Foreign
Subsidiary” means any Restricted Subsidiary of Borrower that (a) is not organized under the laws of (i) the United
States or any state thereof or (ii) the District of Columbia and (b) conducts substantially all of its business operations outside
the United States.


 


“GAAP”
means generally accepted accounting principles 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 may be approved by a significant segment of the accounting profession
of the United States, as in effect on the Effective Date.


 


“Governmental
Authority” means any international, supranational, national, provincial, regional, federal, state, municipal or
local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority
thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental
authority.


 


“guarantee”
means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct
or indirect, contingent or otherwise, of such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment
of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into
in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (b) entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); “guarantee,”
when used as a verb, and “guaranteed”
have correlative meanings.


 


“Guarantor”
means (a) each Restricted Subsidiary, other than a Foreign Subsidiary, on the Effective Date, and (b) each other Person that is
required to, or at the election of Borrower does, become a Guarantor under the terms of this Agreement and the other Loan Documents
after the Effective Date, in each case, until such Person is released from the Guaranty in accordance with the terms of this Agreement.


 


“Original
Guarantor” means each Person within the definition of “Guarantor” as used in the Original Agreement.


 


“Guaranty”
means that certain general continuing guaranty given by each Guarantor in favor of Lender under Section
17.1, together with any and all supplements or other guarantees executed and


 




    	13



    	 



    

  


delivered
by additional Guarantors in accordance with Section
6.12, in each case as amended, modified, renewed, re-funded, replaced or refinanced from time to time.


 


“Hedging
Obligations” of any Person means the obligations of such Person under swap, cap, collar, forward purchase, option
or similar agreements or arrangements dealing with interest rates, currency exchange rates, commodities or commodity prices, either
generally or under specific contingencies.


 


“incur”
means, with respect to any Indebtedness or other obligation, incur, create, issue, assume, guarantee or otherwise become directly
or indirectly liable, contingently or otherwise, with respect to such Indebtedness or other obligation; provided
that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or
the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.


 


“Indebtedness”
of any Person at any date means, without duplication:


 


(a)          all
liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole
of the assets of such Person or only to a portion thereof);


 


(b)          all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(c)          all
reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar
credit transactions;


 


(d)          all
obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued
expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services,
which purchase price is due more than six months after the date of placing such property in service or taking delivery or title
thereto;


 


(e)          the
maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;


 


(f)     
     all Capitalized Lease Obligations of such Person;


 


(g)          all
Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;


 


(h)          all
Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided
that Indebtedness of Borrower or its Subsidiaries that is guaranteed by Borrower or Borrower’s Subsidiaries shall only be counted
once in the calculation of the amount of Indebtedness of Borrower and its Subsidiaries on a consolidated basis;


 


(i)    
      all Attributable Indebtedness;


 


(j)     
     to the extent not otherwise included in this definition, Hedging Obligations of such Person;
and


 




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(k)          all
obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.


 


The
amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be
deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such
Person for any such contingent obligations at such date and, in the case of clause (g), the lesser of (i) the Fair Market Value
of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (ii) the amount of the
Indebtedness secured. For purposes of clause (e), the “maximum fixed redemption or repurchase price” of any Disqualified
Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount
of Indebtedness outstanding shall be required to be determined pursuant to this Agreement or any other Loan Document.


 


Notwithstanding
the foregoing, Indebtedness shall not include a government grant and any guaranty of Borrower or a Restricted Subsidiary required
by such grant which obligates Borrower or a Restricted Subsidiary to repay such grant at the discretion of such government or upon
the failure of the conditions of such grant specified therein to be fulfilled, but which is forgiven solely by reason of the passage
of time or the fulfillment of such grant conditions (other than repayments); provided
that if the conditions for forgiveness of such government grant lapse for whatever reason and Borrower or a Restricted Subsidiary
becomes obligated to repay such grant, the grant shall be deemed Indebtedness which is incurred 30 days after the time such obligation
to repay is triggered.


 


“Indemnified
Liabilities” has the meaning set forth in Section
11.2.


 


“Indemnified
Person” has the meaning set forth in Section
11.2.


 


“Indenture”
means the Indenture to be entered into among Borrower, Borrower’s Subsidiaries that are signatories thereto, and the Indenture
Trustee on or about the date hereof, pursuant to which Borrower is issuing new senior notes due 2018 (such notes, as may be amended,
modified, renewed, re-funded, replaced or refinanced from time to time, the “Notes”),
as such indenture may be amended, refinanced, refunded, replaced or otherwise restructured, in whole or in part from time to time
(including extending the maturity of, increasing the amount of available borrowings under, extending the purpose to include acquisition,
working capital and other facilities of, changing the conditions and basis of borrowing of, combining the seniority of, changing
the covenants and other provisions of, and adding Subsidiaries as additional borrowers or guarantors, or otherwise restructuring
all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements
and whether with the same or any other agent, lender or group of lenders).


 


“Indenture
Trustee” means HSBC Bank USA, National Association a New York banking corporation, in its capacity as indenture
trustee under the Indenture.


 


“Independent
Director” means a director of Borrower who


 


(a)          is
independent with respect to the transaction at issue; and


 


(b)          does
not have any material financial interest in Borrower or any of its Affiliates (other than as a result of holding securities of
Borrower).


 




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“Independent
Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing
that is, in the reasonable judgment of Borrower’s Board of Directors, qualified to perform the task for which it has been engaged
and disinterested and independent with respect to Borrower and its Affiliates.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of any Bankruptcy Law,
assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings
seeking reorganization, arrangement, or other similar relief.


 


“Intangible
Assets” means, with respect to any Person, all unamortized debt discount and expense, unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, write-ups of assets over their carrying value (other than
write-ups which occurred prior to the Effective Date and other than, in connection with the acquisition of an asset, the write-up
of the value of such asset to its fair market value in accordance with GAAP on the date of acquisition) and all other items which
would be treated as intangibles on the consolidated balance sheet of such Person prepared in accordance with GAAP.


 


“Interest
Payment Date” means each March 31, June 30, September 30 and December 31.


 


“Interest
Rate” means 11.00% per annum.


 


“Intralinks”
means the Intralinks digital workspace or any successor digital workspace or interactive document platform.


 


“Investments”
of any Person means:


 


(a)          all
direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other
credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;


 


(b)          all
purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any
other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (b) of the definition
thereof);


 


(c)          all
other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP (including,
if required by GAAP, purchases of assets outside the ordinary course of business); and


 


(d)          the
Designation of any Subsidiary as an Unrestricted Subsidiary.


 


Except
as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall
be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (d) shall be
the Designation Amount determined in accordance with Section
6.14. If Borrower or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted
Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary, Borrower shall be deemed to have made an Investment on the date of
any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such


 




    	16



    	 



    

  


Restricted
Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of Borrower shall be deemed not
to be Investments.


 


“Lender”
has the meaning set forth in the preamble to this Agreement, and shall include any other Person made a party to this Agreement
in accordance with the provisions of Section
14.1.


 


“Original
Lender” means 3iQPE and the other Persons made a party to the Original Agreement in accordance with the provisions
of Section 14.1 of the Original Agreement.


 


“Lender
Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower
or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by Lender, (b) subject to clause (j) below,
fees or charges paid or incurred by Lender in connection with its transactions with Borrower or its Subsidiaries, (c) costs and
expenses incurred by Lender in the disbursement of funds to or for the account of Borrower (by wire transfer or otherwise), (d)
charges paid or incurred by Lender resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by
Lender to correct any default or enforce any provision of the Loan Documents, (f) audit fees and expenses of Lender to audit examinations
of any applicable books to the extent of any fees or charges (and up to the amount of any limitation) contained in this Agreement,
(g) reasonable costs and expenses of third party claims or any other suit paid or incurred by Lender in enforcing or defending
the Loan Documents or in connection with the transactions contemplated by the Loan Documents or Lender’s relationship with Borrower
or any Subsidiary of Borrower, (h) subject to clause (j) below, Lender’s reasonable costs and expenses (including attorneys fees)
incurred in advising, structuring, drafting, reviewing or amending the Loan Documents, (i) Lender’s reasonable costs and expenses
(including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including
attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,”
a “restructuring,” or an Insolvency Proceeding concerning Borrower or any Subsidiary of Borrower or in exercising rights
or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought; provided, however, that all costs and expenses incurred by Lender in favor of PricewaterhouseCoopers with respect to the structuring
of the Loan shall be borne by Lender; provided, further, that Lender Expenses shall not include (x) any costs or expenses incurred to comply with any tax treaty or
other law (except as expressly provided in clause (j) above), or any withholding or other Taxes related to any of the Obligations,
or (y) any other costs, expenses, fees or charges to the extent the same are expressly required to be paid by Lender under any
of the Loan Documents.


 


“Lender-Related
Person” means Lender, together with Lender’s Affiliates, officers, directors, employees, attorneys, and agents.


 


“Lender’s
Account” means the account of Lender identified on Schedule
1, or such other account designated in writing by Lender to Borrower.


 


“Lien”
means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction,
covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement.


 


“Loan
Documents” means this Agreement, the Warrant, any promissory note or notes executed by Borrower in connection
with this Agreement and payable to Lender, and any other agreement entered into previously, now or in the future, by Borrower,
any Guarantor and/or Lender in connection with this Agreement, in each case, as such instruments may be amended, refinanced, re-funded,
replaced or otherwise restructured, in whole or in part from time to time (including extending the maturity of,


 




    	17



    	 



    

  


extending
the purpose to include acquisition, working capital and other facilities of, changing the conditions and basis of borrowing of,
combining the seniority of, changing the covenants and other provisions of, and adding Subsidiaries as additional borrowers or
guarantors, or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements and whether with the same or any other agent, lender or group of lenders).


 


“Loan
Parties” means Borrower and Guarantors.


 


“Loan”
means the loan made by Lender to Borrower pursuant to clause (a) of Section 2.1 of the Original Agreement, as amended, refinanced,
re-funded, replaced or otherwise restructured, in whole or in part from time to time (including extending the maturity of, extending
the purpose to include acquisition, working capital and other facilities of, changing the conditions and basis of borrowing of,
combining the seniority of, changing the covenants and other provisions of, and adding Subsidiaries as additional borrowers or
guarantors, or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements and whether with the same or any other agent, lender or group of lenders).


 


“Material
Adverse Effect” means any material adverse effect on (a) the business, assets, condition (financial or otherwise),
or results of operations of Borrower and its Subsidiaries, taken as a whole, but excluding any change to the extent relating to
or arising from any (i) changes in laws or changes in the enforcement thereof after the date hereof that do not disproportionally
impact Borrower and its Subsidiaries relative to other participants in the Business, (ii) changes in general economic conditions
that do not disproportionally impact Borrower and its Subsidiaries relative to other participants in the Business or (iii) changes
generally affecting the industries in which the Business competes that do not disproportionally impact Borrower and its Subsidiaries
relative to other participants in the Business, or (b) the ability of the Loan Parties to perform their respective obligations
under this Agreement or any other Loan Document in a timely and complete manner or to consummate the transactions contemplated
by this Agreement without material delay. In determining whether there has been a Material Adverse Effect, any event, circumstance,
change or effect shall be considered both individually and together with all other events, circumstances, changes or effects, and
any event, circumstance, change or effect that reasonably could be expected to result in a Material Adverse Effect (individually
or together with one or more other events, circumstances, changes or effects) shall be considered a Material Adverse Effect.


 


“Maturity
Date” means August 1, 2013.


 


“Member
of the 3i Group” means any Person included within the 3i Group, in its individual capacity.


 


“Net
Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents,
net of:


 


(a)          brokerage
commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks,
consultants and placement agents) of such Asset Sale;


 


(b)          provisions
for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax
sharing arrangements);


 




    	18



    	 



    

  


(c)          amounts
required to be paid to any Person (other than Borrower or any Restricted Subsidiary and other than under a Credit Facility) owning
a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;


 


(d)          payments
of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the
date of, such Asset Sale; and


 


(e)          appropriate
amounts to be provided by Borrower or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP
against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by
Borrower or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit
liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers’ Certificate delivered to Lender; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute
Net Available Proceeds.


 


“Net
Proceeds Excess” has the meaning set forth in clause (e) of Section
6.8.


 


“Net
Proceeds Offer” has the meaning set forth in clause (d) of Section
6.8.


 


“Net
Proceeds Prepayment” has the meaning set forth in clause (d) of Section
6.8.


 


“Non-Recourse
Debt” means Indebtedness of an Unrestricted Subsidiary:


 


(a)          as
to which neither Borrower nor any Restricted Subsidiary (i) provides credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii)
constitutes the lender;


 


(b)          no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Revolving Credit
Facility or Notes) of Borrower or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity; and


 


(c)          as
to which Lender has been notified in writing that it will not have any recourse to the Equity Interests or assets of Borrower or
any Restricted Subsidiary.


 


“Notes”
has the meaning specified therefor in the definition of “Indenture.”


 


“Obligations”
means the Loan and all debts, principal, interest (including any interest that, but for the commencement of an Insolvency Proceeding,
would have accrued), premiums, liabilities, obligations (including indemnification obligations), fees, charges, costs (including
any fees or expenses that, but for the commencement of an Insolvency Proceeding, would have accrued), guaranties, covenants, and
duties of any kind and description owing by Borrower to Lender pursuant to or evidenced by the Loan Documents and irrespective
of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, and including all interest not paid when due and all Lender Expenses that Borrower is required to pay or reimburse
by the Loan Documents, by law, or otherwise. Any reference in this Agreement or in the Loan Documents to the Obligations shall


 




    	19



    	 



    

  


include
all extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.


 


“Offering
Memorandum” means the offering memorandum, dated on or about the date hereof, relating to the offering of the
Notes.


 


“Officer”
means any of the following of Borrower: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.


 


“Officers’
Certificate” means a certificate signed on behalf of a Person by two Officers of such Person.


 


“Opinion
of Counsel” means a written opinion reasonably satisfactory in form and substance to Lender from legal counsel,
which counsel is reasonably acceptable to Lender, covering matters in relation to any event in connection with such opinion is
required to be delivered under the Loan Documents.


 


“Pari
Passu Indebtedness” means any Indebtedness of Borrower or any Guarantor that ranks pari
passu in right of payment with the Loan or the Guaranty, as applicable.


 


“Pari
Passu Indebtedness Price” has the meaning set forth in Section
6.8.


 


“Participant”
has the meaning set forth in clause (e) of Section
14.1.


 


“Payment
Amount” has the meaning set forth in Section
6.8.


 


“Permitted
Business” means the business engaged in by Borrower and its Subsidiaries on the Effective Date and businesses
that are reasonably related thereto or are reasonable extensions thereof.


 


“Permitted
Holder” means each of: (a) Jack Bendheim; (b) each of his spouse, siblings, ancestors, descendants (whether by
blood, marriage or adoption, and including stepchildren) and the spouses, siblings, ancestors and descendants thereof (whether
by blood, marriage or adoption, and including stepchildren) of such natural persons, the beneficiaries, estates and legal representatives
of any of the foregoing, the trustee of any bona
fide trust of which any of the foregoing, individually or in the aggregate, are the majority in interest beneficiaries
or grantors, and any corporation, partnership, limited liability company or other Person in which any of the foregoing, individually
or in the aggregate, own or control a majority in interest; (c) all Affiliates controlled by the individual named in clause (a)
above; and (d) any Member of the 3i Group or direct or indirect transferee of Voting Stock held by any Member of the 3i Group.


 


“Permitted
Indebtedness” has the meaning set forth in Section
6.5.


 


“Permitted
Investment” means (each of which shall be given independent effect in whole or in part):


 


(a)          (i) Investments
by Borrower or any Restricted Subsidiary (x) in any Guarantor or (y) in or for the purchase of any Person that will become immediately
after such Investment a Guarantor or that will merge or consolidate into or is liquidated into, Borrower or any Guarantor and (ii)
Investments by any Restricted Subsidiary that is not a Guarantor in or for the purchase of any other Restricted Subsidiary;


 




    	20



    	 



    

  


(b)          Investments
in Borrower by any Restricted Subsidiary;


 


(c)          loans
and advances to directors, employees and officers of Borrower and the Restricted Subsidiaries for bona fide
business purposes and to purchase Equity Interests of Borrower not in excess of $5,000,000 at any one time outstanding;


 


(d)          Hedging
Obligations entered into for bona fide
hedging purposes of Borrower or any Restricted Subsidiary not for the purpose of speculation;


 


(e)          cash
and Cash Equivalents;


 


(f)      
   accounts and notes receivables owing to Borrower or any Restricted Subsidiary if created or acquired
in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Borrower or any such Restricted
Subsidiary deems reasonable under the circumstances;


 


(g)          Investments
in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy
or insolvency of such trade creditors or customers or any exchange of such investment with Borrower thereof or taken in settlement
of or other resolution of claims or disputes;


 


(h)          (i)
Investments received in connection with an Asset Sale that was made in compliance with Section
6.8 and (ii) Investments in securities or other assets not constituting Cash Equivalents received in connection with
any other disposition of assets not constituting an Asset Sale; provided that in the case of this clause (ii), the total consideration
received in connection with any such disposition of assets shall be at least equal to the Fair Market Value of the assets being
disposed;


 


(i)    
      lease, utility and other similar deposits in the ordinary course of business;


 


(j)    
      Asset Acquisitions (i) consummated by Borrower or any Restricted Subsidiary or (ii)
constituting or effected through Investments by Borrower or any Restricted Subsidiary in or for the purchase of any Foreign
Subsidiary or any Person or assets that will, at the time of or immediately after such Investment, become a Foreign
Subsidiary or be owned by a Foreign Subsidiary; provided
that, in the case of this clause (ii), after giving effect to such Investment (and any incurrence or repayment of
Indebtedness in connection therewith), Borrower would be able to incur $1.00 of additional Indebtedness pursuant to the
Coverage Ratio Exception;


 


(k)          stock,
obligations or securities received in settlement of debts created in the ordinary course of business and owing to Borrower or any
Restricted Subsidiary or in satisfaction of judgments;


 


(1)    
     Investments made after the Effective Date in any Foreign Subsidiary by Borrower or any
Guarantor to the extent the aggregate amount of all such Investments made pursuant to this clause (1) at any one time
outstanding does not, after giving effect to the Investment, exceed 10% of Consolidated Tangible Assets at such time (with
each Investment being valued as of the date made and without regard to subsequent changes in value);


 


(m)         other
Investments made after the Effective Date in an aggregate amount not to exceed $15,000,000 at any one time outstanding (with each
Investment being valued as of the


 




    	21



    	 



    

  


date
made and without regard to subsequent changes in value); provided
that no Investment made in reliance on this clause (m) shall be made in any Person that is the direct or indirect holder of a majority
of the outstanding Equity Interests of Borrower;


 


(n)          Investments
of Borrower and the Restricted Subsidiaries to the extent outstanding on the Effective Date;


 


(o)          Investments
in any Person formed for the purpose of funding, conducting and managing investigation and remedial responses and funding and managing
other amounts in connection with the remediation of the properties owned or formerly owned on the Effective Date by Borrower or
a Restricted Subsidiary or property adjacent thereto; provided that each such initial Investment with respect to each property
and each Investment with respect to each property aggregating on a cumulative basis since the Effective Date $1,000,000 or an integral
multiple thereof is set forth in an Officers’ Certificate signed by Borrower’s Chief Financial Officer and another
Officer which states (a) the cumulative amount of each such Investment after the Effective Date, and (b) that such amounts otherwise
would be payable by Borrower or a Restricted Subsidiary and would be permitted to be incurred directly, based on the reasonable
good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution;


 


(p)          Investments
made after the Effective Date consisting of purchases or other acquisitions or the contribution of inventory, supplies, material
or equipment or the licensing of intellectual property pursuant to joint marketing, manufacturing or development arrangements with
other Persons in an aggregate amount not to exceed $10,000,000 at any one time outstanding (with each Investment being valued as
of the date made and without regard to subsequent changes in value);


 


(q)          the
conversion or contribution of Indebtedness or other obligations from Restricted Subsidiaries, existing as of the Effective Date,
to an Equity Interest in the obligor; and


 


(r)          non-cash
Investments made in connection with the reorganization of any or all of Borrower’s Israeli Subsidiaries, which may include
without limitation the transfer of ownership of one or more of Borrower’s existing Israeli Restricted Subsidiaries or all
or substantially all of such entity’s assets to one or more of Borrower’s other Restricted Subsidiaries, by way of
merger, consolidation or reorganization or by way of sale, lease, transfer, conveyance, disposition, assignment, or otherwise in
one transaction or a series of related transactions.


 


The
amount of Investments outstanding at any time pursuant to clause (1), (m) or (p) above shall be deemed to be reduced:


 


		(i)	upon the disposition or repayment of or return on any Investment made pursuant to clause (l), (m)
or (p) above, as applicable, by an amount equal to the return of capital with respect to such Investment to Borrower or any Restricted
Subsidiary (to the extent not included in the computation of Consolidated Net Income);



 


		(ii)	upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal
to the lesser of (x) the Fair Market Value of Borrower’s proportionate interest in such Subsidiary immediately following such Redesignation,
and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments
outstanding pursuant to clause (l), (m) or (p) above, as applicable; and



 




    	22



    	 



    

  


		(iii)	the amount of any Net Proceeds Excess.



 


“Permitted
Liens” means the following types of Liens:


 


(a)         Liens
for taxes, assessments or governmental charges or claims either (i) not delinquent or (ii) contested in good faith by appropriate
proceedings and as to which Borrower or the Restricted Subsidiaries shall have set aside on its books such reserves as may be required
pursuant to GAAP;


 


(b)         Liens
of landlords, carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the
ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made in respect thereof and rights to offset and set-off;


 


(c)         Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders, statutory or regulatory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);


 


(d)         Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods;


 


(e)         judgment
Liens not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings
which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which
the proceedings may be initiated has not expired;


 


(f)
        easements, rights-of-way, zoning restrictions, title
irregularities and other similar charges, restrictions or encumbrances in respect of real property which do not, in the
aggregate, impair in any material respect the ordinary conduct of the business of Borrower and the Restricted Subsidiaries
taken as a whole;


 


(g)         Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating
to such letters of credit and products and proceeds thereof;


 


(h)         Liens
encumbering deposits made to secure obligations arising from contractual or warranty requirements of Borrower or any Restricted
Subsidiary, including rights of offset and set-off;


 


(i)      
   lenders’ Liens, rights of set-off and other similar Liens existing solely with respect to cash
and Cash Equivalents on deposit in one or more of accounts maintained by Borrower or any Restricted Subsidiary, in each case
granted in the ordinary course of business in favor of the lender or lenders with which such accounts are maintained,
securing amounts owing to such lender with respect to cash management and operating account arrangements, including those
involving pooled accounts and netting arrangements; provided
that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;


 




    	23



    	 



    

  


(j)          leases or subleases, and licenses or sublicenses, granted to others that do not materially interfere with the
ordinary course of business of Borrower or any Restricted Subsidiary;


 


(k)         Liens
arising from filing Uniform Commercial Code financing statements regarding leases;


 


(l)     
    Liens securing all of the Notes and Liens securing any guarantee given under or with respect to
the Indenture;


 


(m)        Liens
securing Hedging Obligations entered into for bona
fide hedging purposes of Borrower or any Restricted Subsidiary not for the purpose of speculation;


 


(n)         Liens
existing on the Effective Date securing Indebtedness outstanding on the Effective Date;


 


(o)         Liens
in favor of Borrower or a Guarantor;


 


(p)         Liens
securing Indebtedness under the Revolving Credit Facility incurred pursuant to clause (a) of Section
6.5;


 


(q)         Liens
securing Purchase Money Indebtedness and Capitalized Lease Obligations; provided
that such Liens shall not extend to any asset other than the specified asset being financed and additions and improvements thereon;


 


(r)    
     Liens securing Acquired Indebtedness permitted to be incurred under this Agreement; provided
that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon
and substitutions and replacements thereto) and are no more favorable to the lienholders than those securing such Acquired
Indebtedness prior to the incurrence of such Acquired Indebtedness by Borrower or a Restricted Subsidiary;


 


(s)          Liens
on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with Borrower or any
such Restricted Subsidiary (and not created in anticipation or contemplation thereof);


 


(t)  
        Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign
Subsidiaries;


 


(u)          Liens
to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (l), (n), (p), (q), (r)
and (s); provided that in the case
of Liens securing Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (n), (q), (r)
and (s), such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);


 


(v)      
  Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods;


 


(w)         Liens
securing Indebtedness incurred pursuant to clause (m) of Section
6.5; and


 


(x)          Liens arising in connection with the placement by Borrower or any Restricted Subsidiary of a reasonable amount of
cash (as determined in good faith by Borrower’s Board of


 




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Directors)
in escrow against any obligations permitted pursuant to clause (k) of Section
6.5 (other than with respect to obligations incurred or assumed in connection with the acquisition, disposition, issuance
or redemption of Equity Interests of Borrower).


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other
entity of any kind.


 


“Plan
of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of
which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (a) the sale, lease,
conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially
as an entirety; and (b) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition
of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.


 


“Preferred
Stock” means, with respect to any Person, any and all preferred or preference stock or other similar equity interests
(however designated) of such Person whether now outstanding or issued after the Effective Date.


 


“Property”
has the meaning set forth in Section 5.17.


 


“Public
Equity Offering” means an underwritten public offering of Qualified Equity Interests of Borrower generating gross
proceeds of at least $50,000,000 in the aggregate since the Effective Date, pursuant to an effective registration statement filed
under the Securities Act or pursuant to a listing on or admission to a recognized exchange or market outside the United States.


 


“Purchase
Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of Borrower or any Restricted
Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment purchased,
constructed or improved at any time after the Effective Date and used in the business of Borrower or any Restricted Subsidiary
or the cost of installation, construction or improvement thereof and fees and other obligations incurred in connection therewith,
as amended or otherwise restructured (other than pursuant to a refinancing); provided, however, that (a) the amount of such Indebtedness shall not exceed such purchase price or cost and (b) such Indebtedness
shall be incurred within 90 days after such acquisition of such asset by Borrower or such Restricted Subsidiary or such installation,
construction or improvement.


 


“Qualified
Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests;
provided that such Equity Interests
shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly
or indirectly, using funds (a) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing
is repaid or (b) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without
limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests
refer to Qualified Equity Interests of Borrower.


 


“redeem”
means to redeem, repurchase, purchase, defease (including a covenant defeasance), retire, discharge or otherwise acquire or retire
for value; and “redemption”
shall have a correlative meaning.


 




    	25



    	 



    

  


“Record”
means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable
in perceivable form.


 


“Refinancing
Indebtedness” means Indebtedness of Borrower or a Restricted Subsidiary incurred in exchange for, or the proceeds
of which are used to redeem or refinance in whole or in part, any Indebtedness of Borrower or any Restricted Subsidiary (the “Refinanced
Indebtedness”); provided
that:


 


(a)          the
principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not
exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued
and unpaid interest on the Refinanced Indebtedness, any reasonable premium paid to the holders of the Refinanced Indebtedness and
reasonable expenses incurred or to be paid in connection with the incurrence of the Refinancing Indebtedness;


 


(b)          the
obligor of Refinancing Indebtedness does not include any Person (other than Borrower or any Guarantor) that is not an obligor of
the Refinanced Indebtedness;


 


(c)           if
the Refinanced Indebtedness was subordinated in right of payment to the Loan or the Guaranty, as the case may be, then such Refinancing
Indebtedness, by its terms, is subordinate in right of payment to the Loan or the Guaranty, as the case may be, at least to the
same extent as the Refinanced Indebtedness;


 


(d)           the
Refinancing Indebtedness has a final stated maturity either (i) no earlier than the Refinanced Indebtedness being repaid or amended
or (ii) 181 days after the maturity date of the Notes;


 


(e)           the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the
Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or
prior to the maturity date of the Notes; and


 


(f)     
      the proceeds of the Refinancing Indebtedness shall be used substantially concurrently with the
incurrence thereof to redeem or refinance the Refinanced Indebtedness, unless the Refinanced Indebtedness is not then due and
is not redeemable or prepayable at the option of the obligor thereof or is redeemable or prepayable only with notice, in
which case such proceeds shall be held in a segregated account of the obligor of the Refinanced Indebtedness until the
Refinanced Indebtedness becomes due or redeemable or prepayable or such notice period lapses and then shall be used to redeem
or refinance the Refinanced Indebtedness; provided
that in any event the Refinanced Indebtedness shall be redeemed or refinanced within one year of the incurrence of the
Refinancing Indebtedness.


 


“Release”
means that certain Release, dated as of the date hereof, among Lender, Borrower and the Original Guarantors.


 


“Restricted
Payment” means any of the following:


 


(a)          the
declaration or payment of any dividend or any other distribution on Equity Interests of Borrower or any Restricted Subsidiary or
any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of Borrower or any Restricted
Subsidiary, including, without limitation, any payment in connection with any merger or consolidation


 




    	26



    	 



    

  


involving
Borrower but excluding (i) dividends or distributions payable solely in Qualified Equity Interests or through accretion or accumulation
of such dividends on such Equity Interests and (ii) in the case of Restricted Subsidiaries, dividends or distributions payable
to Borrower or to a Restricted Subsidiary and pro
rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;


 


(b)          the
redemption of any Equity Interests of Borrower or any Restricted Subsidiary, including, without limitation, any payment in connection
with any merger or consolidation involving Borrower but excluding any such Equity Interests held by Borrower or any Restricted
Subsidiary;


 


(c)          any
Investment other than a Permitted Investment; or


 


(d)          any
payment or redemption prior to the scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment,
as the case may be, in respect of Subordinated Indebtedness (other than any Subordinated Indebtedness owed to and held by Borrower
or any Restricted Subsidiary).


 


“Restricted
Payments Basket” has the meaning set forth in clause (c) of Section
6.7.


 


“Restricted
Subsidiary” means any Subsidiary of Borrower other than an Unrestricted Subsidiary.


 


“Revolving
Credit Facility” means the Amended and Restated Loan Agreement, as amended, among Borrower, Borrower’s Subsidiaries
that are signatories thereto, the lenders from time to time party thereto, and agents thereunder, together with any notes, letters
of credit, guarantees, collateral and security documents, instruments and other agreements executed, issued or arranged in connection
with such loan agreement (including Hedging Obligations and Bank Product Obligations incurred in connection therewith), in each
case, as such instruments may be amended, refinanced, re-funded, replaced or otherwise restructured, in whole or in part from time
to time (including extending the maturity of, increasing the amount of available borrowings under, extending the purpose to include
acquisition, working capital and other facilities of, changing the conditions and basis of borrowing of, combining the seniority
of, changing the covenants and other provisions of, and adding Subsidiaries as additional borrowers or guarantors, or otherwise
restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement
or agreements and whether with the same or any other agent, lender or group of lenders).


 


“Sale
and Leaseback Transactions” means, with respect to any Person, an arrangement with any bank, insurance company
or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset
of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security of such asset.


 


“SEC”
means the United States Securities and Exchange Commission and any successor thereto.


 


“Secretary’s
Certificate” means a certificate signed by the Secretary of Borrower.


 


“Securities
Act” means the U.S. Securities Act of 1933.


 


“Shareholders
Agreement” means the Stockholders Agreement dated March 12, 2008 by and between Jack C. Bendheim, BFI Co., LLC,
Mayflower L.P. (as successor to 3i Quoted Private Equity plc) and Borrower, as amended and in effect on the Effective Date, and
as thereafter amended.


 




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“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Effective Date.


 


“Solvent”
means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person’s assets is greater
than all of such Person’s debts.


 


“Subordinated
Indebtedness” means Indebtedness of Borrower or any Restricted Subsidiary that is expressly subordinated in right
of payment to the Loan or the Guaranty, respectively.


 


“Subsidiary”
means, with respect to any Person:


 


(a)          any
corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of
the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors
thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of
such Person (or a combination thereof); and


 


(b)          any
partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (ii) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).


 


Unless
otherwise specified, “Subsidiary” refers to a Subsidiary of Borrower.


 


“Tax”
means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding
on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any
Governmental Authority responsible for the imposition of any such tax (domestic or foreign), and any liability for any of the foregoing
as transferee or successor, (ii) in the case of Borrower or any of its Subsidiaries, liability for the payment of any amount of
the type described in clause (i) as a result of being or having been before the Closing Date a member of an affiliated, consolidated,
combined or unitary group, or a party to any agreement or arrangement, as a result of which the liability of Borrower or any of
its Subsidiaries to a Governmental Authority is determined or taken into account with reference to the activities or assets of
any other Person and (iii) liability of Borrower or any of its Subsidiaries for the payment of any amount as a result of being
party to any Tax Sharing Agreement or with respect to the payment of any amount imposed on any person of the type described in
(i) or (ii) as a result of any existing express or implied agreement or arrangement (including, but not limited to, a tax indemnification
agreement or arrangement).


 


“Tax
Sharing Agreements” means all existing agreements or arrangements (whether or not written) binding Borrower or
any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit,
or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any person’s Tax liability
(other than limited liability operating and partnership agreements and any indemnification agreement or arrangement pertaining
to the sale or lease of assets or subsidiaries).


 


“Transactions”
means (i) the issuance and sale of the Notes, (ii) the redemption or repayment, by tender offer or otherwise, of all of Borrower’s
outstanding Senior Notes due 2013 and all of Borrower’s outstanding Senior Subordinated Notes due 2014, (iii) the entering
into the Revolving Credit Facility, (iv) the declaration and payment of a dividend on Borrower’s common shares of up to $50,000,000
on or


 




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reasonably
promptly following the Effective Date, (v) the repayment of $1,400,000 in respect of a loan from an Affiliate of BFI Co., LLC,
and (vi) the payment of fees and expenses related to the foregoing.


 


“UCC”
means the New York Uniform Commercial Code, as in effect from time to time.


 


“United
States” means the United States of America.


 


“Unrestricted
Subsidiary” means (a) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors of Borrower in accordance with Section
6.14 and (b) any Subsidiary of an Unrestricted Subsidiary.


 


“Voidable
Transfer” has the meaning set forth in Section
18.7.


 


“Voting
Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling
the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting
power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.


 


“Warrant”
means the Warrant issued on the Closing Date by Borrower in favor of 3i QPE.


 


“Weighted
Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by
dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial
maturity or other required payment of principal, including payment at final maturity, in respect thereof by (ii) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then
outstanding principal amount of such Indebtedness.


 


“Wholly-Owned
Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’
qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more
than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by Borrower
or through one or more Wholly-Owned Restricted Subsidiaries.


 


1.2         Accounting
Terms.   All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein,
the term “financial statements” shall include the notes and schedules thereto.


 


1.3         Construction.
  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the term “including” is not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,”
“herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document
refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this
Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein
are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).
Any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions
set forth in this Agreement). Any


 




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requirement
of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record and any Record
transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.


 


1.4           Schedules
and Exhibits.   All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.


 


2.           Loan
and Terms of Payment.


 


2.1           Loan.


 


(a)           [Intentionally
Omitted]


 


(b)           Amounts
borrowed pursuant to this Section 2.1
and repaid or prepaid may not be reborrowed.


 


2.2           Notation;
Promissory Notes.


 


(a)           [Intentionally
Omitted]


 


(b)           [Intentionally
Omitted]


 


(c)           Notation.
  Lender shall record on its books the principal amount of the Loan owing to Lender from time to time, and such records shall, absent
manifest error, conclusively be presumed to be correct and accurate. In addition, Lender is authorized, at Lender’s option,
to note the date and amount of each payment or prepayment of principal of the Loan in its books and records, including computer
records and/or notation on any grid or attachment to the promissory notes described in clause (d) of this Section.


 


(d)           Promissory
Notes.   Lender may request that the Loan be evidenced by a promissory note in form and substance reasonably satisfactory
to Lender. In such event, Borrower shall prepare, execute and deliver to Lender a promissory note payable to the order of Lender.
Thereafter, unless Lender surrenders such note or notes and elects not to have the Loan evidenced thereby, the Loan and interest
thereon shall at all times (including after assignment pursuant to Section
14.1) be represented by one or more promissory notes in such form payable to the order of the payee named therein.


 


2.3           Payments.


 


(a)           Payments
by Borrower.   Except as otherwise expressly provided herein, all payments by Borrower shall be made to Lender’s
Account and shall be made in immediately available funds, no later than 3:00 p.m. (London time) on the date specified herein. Any
payment received by Lender later than 3:00 p.m. (London time), shall be deemed to have been received on the following Business
Day and any applicable interest or fee shall continue to accrue until such following Business Day.


 


(b)          Application.


 


(i)     
     All payments shall be remitted to Lender, and all such payments shall be applied as
follows:


 


A.           first,
to pay any Lender Expenses then due to Lender under the Loan Documents, until paid in full,


 




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B.           second,
to pay any fees then due to Lender under the Loan Documents, until paid in full,


 


C.           third,
to pay interest due in respect of the Loan, until paid in full,


 


D.           fourth,
to pay the principal of the Loan, until paid in full,


 


E.            fifth,
to pay any other Obligations and any other obligations owing under the Loan Documents then due and payable, until paid in full,
and


 


F.            sixth,
to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.


 


(ii)         In
each instance, so long as no Event of Default has occurred and is continuing, this Section
2.3(b) shall not be deemed to apply to any payment by Borrower specified by Borrower to be for the payment of specific
Obligations then due and payable (or prepayable) under any provision of the Loan Documents.


 


(iii)        For
purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to
the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued
after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether
or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 


(iv)        In
the event of a direct conflict between the priority provisions of this Section
2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority
provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other.
In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section
2.3 shall control and govern.


 


2.4           Rates,
Payments, and Calculations.


 


(a)           Interest
Rates.   Except as provided in clause (b) below, the Loan shall bear interest at the Interest Rate.


 


(b)           Default
Rate.   Upon the occurrence and during the continuation of an Event of Default (and at the election of Lender), all outstanding
Obligations shall bear interest at a per annum rate equal to (i) the Interest Rate plus
(ii) the incremental rate, if any, applicable to the Notes upon the occurrence and during the continuation of an event of default
thereunder (without regard to whether the holders of the Notes have waived (whether through any amendment, waiver or other written
document or by their inaction) their rights to receive such incremental rate).


 


(c)           Payment.
  Interest shall be due and payable, in arrears, on each Interest Payment Date; provided
that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand or, in the absence of demand, in
arrears on the last day of each calendar month, and (ii) in the event of any repayment or prepayment of the Loan, accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. All other amounts due and
owing under the Loan Documents shall be payable on (x) applicable date, or (y) if no date is specified (A) and no Default or Event
of Default has occurred and is continuing at the time such payment is due and owing, within thirty


 




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(30)
days after invoice, or if the last day of such 30-day period is not a Business Day the next following Business Day, or (B) and
any Default or Event of Default has occurred and is continuing at any time such payment is due and owing (including during any
30-day period provided for in the prior sub-clause (A)), on demand.


 


(d)           Computation.
  All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 365 (or 366, for any leap year) day
year for the actual number of days elapsed.


 


(e)           Intent
to Limit Charges to Maximum Lawful Rate.   In no event shall the interest rate or rates payable under this Agreement,
plus any other amounts paid in
connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final
determination, deem applicable. Borrower and Lender, in executing and delivering this Agreement, intend legally to agree upon the
rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner
of payment exceeds the maximum allowable under applicable law, then, ipso
facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed
by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal
balance of the Obligations to the extent of such excess.


 


2.5
          Crediting Payments.   The receipt
of any payment item by Lender shall not be considered a payment on account unless such payment item is a wire transfer of immediately
available federal funds made to the Lender’s Account or unless and until such payment item is honored when presented for
payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such
payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item
shall be deemed received by Lender only if it is received into the Lender’s Account on a Business Day on or before 3:00 p.m.
(London time). If any payment item is received into the Lender’s Account on a non-Business Day or after 3:00 p.m. (London
time) on a Business Day, it shall be deemed to have been received by Lender as of the opening of business on the immediately following
Business Day.


 


2.6           [Intentionally
Omitted].


 


2.7           [Intentionally
Omitted].


 


2.8           [Intentionally
Omitted].


 


2.9           Repayment
of Loan.   Borrower agrees to repay the outstanding principal amount of the Loan on the Maturity Date.


 


2.10         Prepayment
of Loan.


 


(a)           Voluntary
Prepayments.   Borrower may prepay the Loan in whole or in part together with payment of any Applicable Prepayment Premium,
subject to the requirements of paragraph (b) of this Section.


 


(b)           Provisions
Applicable to all Prepayments.   Borrower shall notify Lender by telephone (confirmed by facsimile or other electronic
transmission) of any prepayment hereunder not later than 3:00 p.m. (London time) at least one Business Day prior thereto. Each
such notice shall be irrevocable and shall specify the prepayment date, the principal amount of the Loan to be prepaid and, in
the case of a Net Proceeds Prepayment, a reasonably detailed calculation of the amount of such prepayment. Each prepayment of the
Loan shall be in a minimum amount of $250,000 or a higher integral multiple of


 




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$50,000,
except as necessary to apply fully the required amount of any Net Proceeds Prepayment, Change of Control Prepayment or Change in
U.S. Tax Treaty Prepayment. Prepayments shall be accompanied by (i) any Applicable Prepayment Premium, (ii) accrued interest to
the extent required by Section 2.4
and (iii) any costs, fees or other expenses then due and owing under the Loan Documents. Amounts prepaid may not be reborrowed.


 


2.11         [Intentionally
Omitted].


 


2.12         Ranking.
  Borrower hereby confirms on its behalf and on behalf of each other Loan Party that:


 


(a)            the
Loan and the Guaranty at all times will rank at least pari
passu with the claims of all other senior unsecured and unsubordinated obligations of Borrower and each Guarantor, respectively,
other than obligations mandatorily preferred pursuant to Bankruptcy Law; and


 


(b)            the
Loan and the Guaranty shall constitute “Senior Debt” for the purpose of, and as defined under, the Indenture.


 


3.           Conditions.


 


3.1           Conditions.
  The effectiveness of the amendments to the Original Agreement effected by this Agreement is subject to the fulfillment, to the
reasonable satisfaction of Lender, of each of the conditions precedent set forth below:


 


(a)            the
Effective Date shall have occurred;


 


(b)            immediately
before, as of and immediately following the Effective Date and after giving effect to this Amendment and the Transactions contemplated
to occur at or prior to the Effective Date, no Default or Event of Default shall have occurred and be continuing (or will result
therefrom);


 


(c)            Lender
shall have received a copy, certified as true and correct by an Authorized Person, of an amendment and restatement of that certain
Term Loan Agreement dated as of January 29, 2009 by and among Borrower, the guarantors thereto and BFI Co., LLC, in form and substance
reasonably satisfactory to Lender;


 


(d)           Lender
shall have received a copy, certified as true and correct by an Authorized Person, of a consent given by BFI Co., LLC with respect
to this Agreement, in form and substance reasonably satisfactory to Lender;


 


(e)            the
representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material
respects on and as of the Effective Date (except to the extent that such representations and warranties relate solely to an earlier
date);


 


(f)             Borrower
shall have paid all expenses incurred by Lender in connection with the execution and delivery of this Agreement, including the
fees and expenses of counsel to Lender; and


 


(g)            all
other documents and legal matters in connection with the Transactions contemplated to occur at or prior to the Effective Date shall
have been delivered, executed or recorded and shall be in form and substance reasonably satisfactory to Lender.


 




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Borrower
shall provide a certificate by an Authorized Person certifying that all conditions precedent set forth above have been fulfilled.
Promptly following receipt of such certificate the Lender shall confirm in writing that, in reliance on such certification, all
conditions precedent set forth above have been fulfilled to its satisfaction, unless it has reason not to so confirm, in which
case Lender shall communicate to the Borrower the reason for its inability to confirm satisfaction of such conditions precedent..


 


4.           [Intentionally
Omitted]


 


5.           Representations
and Warranties of Borrower.


 


In
order to induce Lender to enter into this Agreement, Borrower represents and warrants to Lender (provided
that (a) each of the following representations and warranties shall survive the execution and delivery of this Agreement and (b)
each of the following representations and warranties other than Section
5.1(e) shall have been qualified by the matters disclosed in the Offering Memorandum) that:


 


5.1           Corporate
Organization and Authority of Borrower and its Subsidiaries; Non-Contravention; Approvals.   (a) Borrower is a corporation
validly existing and in good standing under the laws of the State of New York and has all necessary corporate power and authority
to execute, deliver and perform each Loan Document to which it is a party and carry on its business as now being conducted and
to own, use and lease its assets and properties. Each Guarantor and each of Borrower’s other Subsidiaries is a corporation,
limited liability company, limited partnership or other business entity validly existing and in good standing under the laws of
the jurisdiction of its formation, and has all necessary entity-level power and authority to execute, deliver and perform each
Loan Document to which it is a party and carry on its business as now being conducted and to own, use and lease its assets and
properties.


 


(b)           The
execution and delivery by each Loan Party of the Loan Documents to which it is party and the consummation of the transactions contemplated
thereby do not (i) conflict with or result in a breach of any provision of the constituent documents of such Loan Party; (ii) result
in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would
constitute a default) under, or result in the termination, modification or cancellation of, or the loss of a benefit under or accelerate
the performance required by, or result in the creation of any Lien, the requirement to make any payment or any right of termination,
modification, cancellation or acceleration under the terms, conditions or provisions of any contract or other instrument of any
kind to which Borrower is now a party or by which such Loan Party, the Business or any of its assets or properties may be bound,
in each case, which has not been waived or consented to, with such waiver or consent being disclosed in writing to Lender, or (iii)
violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to such Loan Party, the Business or
any of its assets or properties, other than in the case of clauses (ii) and (iii) above as would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


(c)           No
consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required
by or with respect to any Loan Party in connection with its execution, delivery and performance of the Loan Documents to which
it is a party or the consummation of the transactions contemplated thereby. Borrower has (i) delivered to Lender complete and correct
copies of the certificate of incorporation and by-laws of Borrower and the equivalent constituent documents of each other Loan
Party, and (ii) given Lender the opportunity to review the corporate minute books and stock ledgers of Borrower, each as currently
in effect.


 




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(d)           This
Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto.


 


(e)           This
Agreement constitutes, and each other Loan Document when duly executed and delivered by each Loan Party party thereto will constitute,
a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms.


 


6.           Covenants.


 


6.1         Reports
to Lender.   (a) Whether or not Borrower is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, so long as the Loan remains outstanding, Borrower shall have its annual consolidated financial statements audited by a nationally
recognized firm of independent registered accountants and its interim consolidated financial statements reviewed by a nationally
recognized firm of independent registered accountants in accordance with Statement on Auditing Standards 100 issued by the American
Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as the Loan is outstanding,
Borrower shall furnish to Lender:


 


(i)            (x)
all annual and quarterly financial information that would be required to be contained in a filing with the SEC on Forms 10-K and
10-Q if Borrower were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA and Adjusted
EBITDA of Borrower substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial
information; and (z) with respect to the annual information only, a report on the annual financial statements by Borrower’s
independent registered public accounting firm; and


 


(ii)           all
information that would be required to be contained in filings with the SEC on Form 8-K if Borrower were required to file such reports.


 


All
such annual reports shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly
reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All such current reports shall
be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange
Act.


 


(b)         At
Borrower’s option, Borrower shall either (i) distribute such information and such reports (as well as the details regarding
the conference call described below) electronically to Lender, and/or (ii) make available such information to Lender by posting
such information on Intralinks or any comparable password protected online data system which will require a confidentiality acknowledgement,
and Borrower shall provide such password thereto to Lender and make such information readily available to Lender, who agrees to
treat such information as confidential to the extent required by Section
18.8. Borrower shall permit Lender to listen to (but, so long as (i) Lender is a Member of the 3i Group and (ii) a Member
of the 3i Group or an Affiliate thereof is serving as a member of Borrower’s Board of Directors, not otherwise participate
in) all quarterly conference calls for holders of the Notes and securities analysts to discuss such financial information.


 


(c)         If
Borrower has Designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group
of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Borrower, then
the annual and quarterly information required by Section
6.1(a)(i) shall include a reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, of the financial condition and results of


 




    	35



    	 



    

  


operations
of Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted
Subsidiaries of Borrower.


 


6.2           Waiver
of Stay. Extension or Usury Laws.   Borrower covenants (to the extent that it may lawfully do so) that it shall not, nor
shall it permit any Guarantor to, at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive Borrower
or any Guarantor from paying all or any portion of the principal of, premium, if any, and/or interest on the Loan as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Agreement
or any other Loan Document; and (to the extent that it may lawfully do so) Borrower hereby expressly waives, on its own behalf
and for each of the other Loan Parties, all benefit or advantage of such law, and covenants that it will not, nor will it permit
any Guarantor to, hinder, delay or impede the execution of any power herein granted to Lender but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


6.3           Compliance
Certificate; Notice of Default.   (a) Borrower shall deliver to Lender, within 120 days after the end of each fiscal year,
an Officers’ Certificate stating that a review of the activities of Borrower and its Subsidiaries during such fiscal year
has been made under the supervision of the signing Officers with a view to determining whether Borrower and the Guarantors have
kept, observed, performed and fulfilled their obligations under the Loan Documents, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, Borrower and the Guarantors have kept, observed, performed
and fulfilled each and every covenant contained in the Loan Documents and are not in default in the performance or observance of
any of the terms, provisions and conditions hereof (or, if a Default shall have occurred, describing all such Defaults of which
he or she may have knowledge and what action Borrower or the relevant Guarantor is taking or proposes to take with respect thereto)
and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account
of the principal of or interest on the Loan is prohibited or if such event has occurred, a description of the event and what action
Borrower and the Guarantors are taking or propose to take with respect thereto.


 


(b)           Borrower
shall, so long as the Loan remains outstanding, deliver to Lender, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action Borrower and the Guarantors
are taking or propose to take with respect thereto.


 


(c)           Borrower’s
fiscal year currently ends on June 30. Borrower shall provide written notice to Lender of any change in its fiscal year.


 


6.4           Taxes.
  Borrower shall, and shall cause each of its Subsidiaries to, pay prior to delinquency all material taxes, assessments, and governmental
levies except as contested in good faith and by appropriate proceedings.


 


6.5           Limitations
on Additional Indebtedness.   Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
incur any Indebtedness; provided
that Borrower or any Restricted Subsidiary may incur additional Indebtedness if, after giving effect thereto, the Consolidated
Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage
Ratio Exception”).


 




    	36



    	 



    

  


Notwithstanding the above,
each of the following, which shall be given independent effect in whole or in part, shall be permitted (the “Permitted
Indebtedness”):


 


(a)           Indebtedness
of Borrower and any Guarantor under this Agreement, the Revolving Credit Facility and any other Credit Facilities in an aggregate
principal amount at any time outstanding not to exceed the greater of (x) $100,000,000, less, to the extent a permanent repayment
and/or commitment reduction is required under a Credit Facility as a result of such application, the aggregate amount of Net Available
Proceeds applied to repayments under the Credit Facilities in accordance with Section
6.8 and (y) the sum of (i) 85% of the book value of the accounts receivable of Borrower and the Restricted Subsidiaries
plus (ii) 65% of the book value of inventory of Borrower and the Restricted Subsidiaries, in each case, calculated on a consolidated
basis and in accordance with GAAP;


 


(b)           the
Notes and the guarantees in respect thereof;


 


(c)           Indebtedness
of Borrower and the Restricted Subsidiaries to the extent outstanding on the Effective Date, other than Indebtedness referred to
in clause (a), (b), or (e));


 


(d)           Indebtedness
under Hedging Obligations entered into for bona
fide hedging purposes of Borrower or any Restricted Subsidiary not for the purpose of speculation; provided
that in the case of Hedging Obligations relating to interest rates, (a) such Hedging Obligations relate to payment obligations
on Indebtedness otherwise permitted to be incurred by this Section
6.5, and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal
amount of the Indebtedness to which such Hedging Obligations relate;


 


(e)           Indebtedness
of Borrower owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to Borrower or any other Restricted
Subsidiary; provided, however,
that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other
than Borrower or a Restricted Subsidiary, Borrower or such Restricted Subsidiary, as applicable, shall be deemed to have incurred
Indebtedness not permitted by this clause (e);


 


(f)           (i)
Indebtedness in respect of bid, performance, completion, guarantee, surety and similar bonds and assurances issued for the account
of Borrower or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of Borrower or
any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, completion, guarantee or surety obligations
(in each case other than for an obligation for money borrowed); and (ii) Indebtedness constituting reimbursement obligations with
respect to letters of credit issued in the ordinary course of business in respect of (x) workers’ compensation claims or
self-insurance, (y) other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims
or self-insurance or (z) for regulatory or insurance purposes;


 


(g)           Purchase
Money Indebtedness incurred by Borrower or any Restricted Subsidiary, Refinancing Indebtedness thereof and any subsequent Refinancing
Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $10,000,000;


 


(h)           Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except
in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Borrower or a Restricted Subsidiary, as
the case may be, being notified of such overdraft;


 




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(i)            Indebtedness
arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(j)            Refinancing
Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (b) or (c) above or this
clause (j);


 


(k)           indemnification,
adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition
or disposition of any business or assets of Borrower or any Restricted Subsidiary or the acquisition, disposition, issuance or
redemption of Equity Interests of Borrower or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any
such acquisition; provided that
(i) any amount of such obligations included (or that would be required to be included) on the face of the balance sheet of Borrower
or any Restricted Subsidiary at the time of closing of such acquisition, disposition, issuance or redemption shall not be permitted
under this clause (k) and (ii) in the case of a disposition, the maximum aggregate liability in respect of all such obligations
outstanding under this clause (k) shall at no time exceed the gross proceeds or value of the consideration actually received by
Borrower and the Restricted Subsidiaries in connection with such disposition;


 


(l)            Indebtedness
of Foreign Subsidiaries in an aggregate amount not to exceed $20,000,000 at any time outstanding;


 


(m)          Indebtedness
of Borrower or any Restricted Subsidiary in an aggregate amount not to exceed $15,000,000 at any time outstanding; and


 


(n)           Bank
Products Obligations incurred in the ordinary course of business.


 


For
purposes of determining compliance with this Section
6.5, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness
described in clauses (a) through (m) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, Borrower shall,
in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the
types of Indebtedness described, except that Indebtedness incurred under the Credit Facilities on the Effective Date shall be
deemed to have been incurred under clause (a) above, and may later reclassify any item of Indebtedness described in clauses (a)
through (n) above (provided that
at the time of reclassification it meets the criteria in such category or categories). In addition, for purposes of determining
any particular amount of Indebtedness under this Section
6.5, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination
of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness.


 


6.6           Limitations
on Layering Indebtedness.   Borrower shall not, and shall not permit any Guarantor to, directly or indirectly, incur any
Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated
in right of payment to any other Indebtedness of Borrower or of such Guarantor, as the case may be, unless such Indebtedness is
also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment
to the Loan or the Guaranty, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated
in right of payment to such other Indebtedness of Borrower or of such Guarantor, as the case may be.


 


For
purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of
Borrower or any Guarantor solely by virtue of being unsecured or


 




    	38



    	 



    

  


secured
by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements
or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.


 


6.7           Limitations
on Restricted Payments.   Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
make any Restricted Payment if at the time of such Restricted Payment:


 


(a)           a
Default shall have occurred and be continuing or shall occur as a consequence thereof;


 


(b)           none
of Borrower nor any Restricted Subsidiary can incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception;
or


 


(c)           the
amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Effective
Date (other than Restricted Payments made pursuant to clauses (ii), (iii), (iv), (v), (vi), (vii), (viii) or (x) of paragraph
(d) of this Section 6.7), exceeds
the sum (the “Restricted Payments Basket”)
of (without duplication):


 


(i)       
   50% of Consolidated Net Income for the period (taken as one accounting period) commencing on the first day
of the fiscal quarter that includes the Effective Date to and including the last day of the fiscal quarter ended immediately
prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net
Income shall be a deficit, minus 100% of such aggregate deficit), plus


 


(ii)    
     100% of the aggregate net cash proceeds received by Borrower either (x) as contributions to the
common equity of Borrower after the Effective Date or (y) from the issuance and sale of Qualified Equity Interests after the
Effective Date, other than (A) any such proceeds which are used to redeem Notes in accordance with the terms of the Indenture
or (B) any such proceeds or assets received from a Subsidiary, plus


 


(iii)   
     the aggregate amount by which Indebtedness incurred by Borrower or any Restricted Subsidiary
subsequent to the Effective Date is reduced on Borrower’s balance sheet upon the conversion or exchange into Qualified
Equity Interests of Borrower (less the amount of any cash, or the fair value of assets, distributed by Borrower or any
Restricted Subsidiary to a Person other then Borrower or a Restricted Subsidiary upon such conversion or exchange), plus


 


(iv)     
   in the case of the disposition or repayment of or liquidated return on any Investment that was treated as a
Restricted Payment made after the Effective Date, an amount (to the extent not included in the computation of Consolidated
Net Income) equal to the lesser of (x) 100% of the aggregate amount received by Borrower or any Restricted Subsidiary in cash
or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment and (y)
the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of
such Investment and net of taxes, plus


 


(v)     
    upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (x) the
Fair Market Value of Borrower’s proportionate interest in such Subsidiary immediately following such Redesignation, and
(y) the aggregate amount of Borrower’s Investments in such Subsidiary to the extent such Investments prior to such
Redesignation had reduced the Restricted Payments Basket and were not previously repaid or otherwise reduced.


 




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(d)          The
foregoing provisions of this Section 6.7, which shall be given independent effect in whole or in part, shall not prohibit:


 


(i)           the
payment by Borrower or any Restricted Subsidiary of any dividend within 60 days after the date of declaration thereof, if on the
date of declaration the payment would have complied with the provisions of this Agreement and the other Loan Documents;


 


(ii)          the
redemption or repurchase of any Equity Interests of Borrower or any Restricted Subsidiary in exchange for, or out of the proceeds
of the substantially concurrent issuance and sale of, Qualified Equity Interests;


 


(iii)         the
redemption or repurchase of Subordinated Indebtedness of Borrower or any Restricted Subsidiary (x) in exchange for, or out of
the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests, (y) in exchange for, or out of
the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section
6.5 and the other terms the Loan Documents or (z) upon a Change of Control or in connection with an Asset Sale to the
extent required by the agreement governing such Subordinated Indebtedness, but only if Borrower shall have complied with Sections
6.8 and 6.20, and repaid
the Loan in accordance therewith to the extent so required, prior to redeeming such Subordinated Indebtedness;


 


(iv)         repurchases
of Equity Interests deemed to occur upon the exercise of stock options, warrants and other similar rights to acquire Equity Interests
if the Equity Interests represents a portion of the exercise price thereof;


 


(v)          the
repurchase of Equity Interests of Borrower (including options, warrants or other rights to acquire such Equity Interests) in an
aggregate amount paid that shall not exceed $10,000,000 since the Effective Date plus the aggregate cash proceeds from any payments
on insurance policies in which Borrower or any of its Subsidiaries is the beneficiary with respect to any directors, officers or
employees of Borrower and its Subsidiaries which proceeds are used to purchase the Equity Interests of Borrower;


 


(vi)         Restricted
Payments in an amount such that the sum of the aggregate amount of Restricted Payments made pursuant to this clause (vi) after
the Effective Date does not exceed $15,000,000 at any one time outstanding; or


 


(vii)       payments
pursuant to any of the Transactions or made in a manner consistent with the information under the caption “Use of Proceeds”
(other than general corporate purposes) in the Offering Memorandum;


 


(viii)      any
Investment to the extent the consideration for which consists of, or is made with the proceeds of the substantially concurrent
sale of, or equity contribution with respect to, Qualified Equity Interests;


 


(ix)         the
declaration and payment of dividends to holders of any class or series of Disqualified Equity Interests of Borrower issued in accordance
with Section 6.5 to the extent
such dividends are included in the definition of “Consolidated Interest Expense”; or


 


(x)          repurchases
by Borrower or any Restricted Subsidiary of (x) Qualified Equity Interests deemed to occur upon the exercise of stock options or
warrants if such Qualified Equity Interests represent a portion of the exercise price thereof or (y) Qualified Equity Interests
deemed


 




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to
occur upon the withholding of a portion of the Qualified Equity Interests granted or awarded to an employee to pay for the taxes
payable by such employee upon such grant or award;


 


provided
that (A) in the case of any Restricted Payment pursuant to clause (iii), (v), (vi), (ix) or (x) of this paragraph (d), no Default
shall have occurred and be continuing or occur as a consequence thereof and (B) no issuance and sale of Qualified Equity Interests
used to make a payment pursuant to clauses (ii), (iii)(x) or (viii) of this paragraph (d) shall increase the Restricted Payments
Basket.


 


6.8           Limitations
on Asset Sales.   Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate
any Asset Sale unless:


 


(a)           Borrower
or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of
the assets included in such Asset Sale after giving effect to any indemnification, adjustment of purchase price, earn-out or similar
adjustment; and


 


(b)           at
least 75% of the total consideration in such Asset Sale consists of cash or Cash Equivalents.


 


For
purposes of clause (b), the following shall be deemed to be cash:


 


(i)           the
amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness), accounts payable and accrued expenses
of Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale pursuant to a customary
written novation or assumption agreement that releases Borrower or such Restricted Subsidiary from further liability;


 


(ii)          the
amount of any obligations received from such transferee that are due and payable or reasonably expected to be converted by Borrower
or such Restricted Subsidiary to cash or Cash Equivalents within 180 days following the closing of such Asset Sale;


 


(iii)         any
Designated Non-cash Consideration received by Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair
market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at
that time outstanding, not to exceed the greater of (i) $20,000,000 and (ii) 3.0% of Consolidated Tangible Assets at the time of
the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration
being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents
for purposes of this provision and for no other purpose; and


 


(iv)         the
Fair Market Value of (x) any assets (other than securities) received by Borrower or any Restricted Subsidiary to be used by it
in a Permitted Business, (y) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted
Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by Borrower or (z) a combination
of (x) and (y).


 


As
used in clause (iii) above, the term “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration
pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by Borrower’s Chief Financial
Officer and another Officer, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase
of or collection or payment on such Designated Non-cash Consideration.


 




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If
at any time any non-cash consideration received by Borrower or any Restricted Subsidiary, as the case may be, in connection with
any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect
to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the
date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section
6.8.


 


(c)           If
Borrower or any Restricted Subsidiary engages in an Asset Sale, Borrower or such Restricted Subsidiary shall, no later than 365
days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to:


 


(i)           satisfy
all mandatory repayment obligations under any other Credit Facility arising by reason of such Asset Sale, and in the case of any
such repayment under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit
facility;


 


(ii)          repay
any Indebtedness which was secured by the assets sold in such Asset Sale;


 


(iii)         (x)
invest all or any part of the Net Available Proceeds thereof in assets (other than securities) to be used by Borrower or any Restricted
Subsidiary in the Permitted Business, (y) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in
a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition
or (z) a combination of (x) and (y);


 


(iv)        prepay
the Loan (and redeem Pari Passu Indebtedness) in accordance with the procedures described in this Section
6.8 and otherwise in this Agreement; and/or


 


(v)          in
the case where the assets that were the subject of such Asset Sale are the assets of a Foreign Subsidiary, to repay Indebtedness
of any Foreign Subsidiary.


 


The
amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess
Proceeds.”


 


(d)          When
the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, Borrower shall make an offer to prepay the Loan and shall
prepay or redeem, as the case may be (or make an offer to do so), any Pari Passu Indebtedness of Borrower the provisions of which
require Borrower to prepay or redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate
principal amount of the Loan and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows:


 


(i)           Borrower
shall (A) make an offer (a “Net Proceeds
Offer”) to prepay Lender (a “Net
Proceeds Prepayment”) in accordance with the procedures set forth in this Agreement, and (B) prepay or redeem
(or make an offer to do so) any such other Pari Passu Indebtedness, pro
rata in proportion to the respective principal amounts of the then-outstanding Loan and such other Indebtedness required
to be prepaid or redeemed, the maximum principal amount of the Loan and Pari Passu Indebtedness that may be prepaid or redeemed
out of the amount (the “Payment Amount”)
of such Excess Proceeds;


 


(ii)          any
such Net Proceeds Prepayment shall be made subject to the requirements of this clause (d) and paragraph (b) of Section
2.10;


 




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(iii)         the
prepayment or redemption price for such Pari Passu Indebtedness (the “Pari
Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; and


 


(iv)         upon
completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to
which such Net Proceeds Offer was made shall be deemed to be zero.


 


(e)          To
the extent that the sum of the amount of any Net Proceeds Prepayment paid to Lender and the aggregate Pari Passu Indebtedness Price
paid to the holders of Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a
“Net Proceeds Excess”).
Borrower may use the Net Proceeds Excess, or a portion thereof, for general corporate purposes, subject to the provisions of the
Loan Documents.


 


(f)           Borrower
shall conduct any Net Proceeds Offer substantially simultaneously with any similar offer required pursuant to Borrower’s
debt securities and shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange
Act and any other applicable laws and regulations, in connection with any such offer relating to Borrower’s debt securities
and/or any prepayments or redemptions of Pari Passu Indebtedness pursuant to such related prepayment or redemption offers. To the
extent that the provisions of any securities laws or regulations conflict with Borrower’s obligations in this Section
6.8 or in respect of such related prepayment or redemption offers, Borrower shall comply with the applicable securities
laws and regulations, shall continue to conduct any Net Proceeds Offer substantially simultaneously with such related prepayment
or redemption offer and shall not be deemed to have breached its obligations under this Section
6.8 by virtue thereof.


 


6.9           Limitations
on Transactions with Affiliates.   (a) Borrower shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its
assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with,
or for the benefit of, any Affiliate (an “Affiliate
Transaction”), unless:


 


(i)           such
Affiliate Transaction is on terms that are no less favorable to Borrower or the relevant Restricted Subsidiary than those that
would reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by Borrower or that
Restricted Subsidiary from a Person that is not an Affiliate of Borrower or that Restricted Subsidiary; and


 


(ii)          Borrower
delivers to Lender:


 


(x)          with
respect to any Affiliate Transaction involving aggregate value in excess of $2,500,000, an Officers’ Certificate certifying
that such Affiliate Transaction complies with clause (a)(i) above and a Secretary’s Certificate which sets forth and authenticates
a resolution that has been adopted by a majority of the Independent Directors approving such Affiliate Transaction; and


 


(y)         with respect to any Affiliate Transaction involving aggregate value of $10,000,000 or more, the certificates described in the preceding
sub-clause (a)(ii)(x) and a written opinion as to the fairness of such Affiliate Transaction to Borrower or such Restricted Subsidiary
from a financial point of view issued by an Independent Financial Advisor to the Board of Directors of Borrower.


 




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(b)          The
foregoing restrictions shall not apply to:


 


(i)           transactions
between or among (x) Borrower and one or more Restricted Subsidiaries or (y) Restricted Subsidiaries; provided, in each case, that
no Affiliate of Borrower (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary;


 


(ii)          director,
officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other
benefit plans and reimbursement or advancement of out-of-pocket expenses, and director’s and officer’s liability insurance)
and indemnification arrangements, in each case approved by a majority of the Independent Directors;


 


(iii)         the
entering into of a tax sharing agreement, or payments pursuant thereto, between Borrower and/or one or more Subsidiaries, on the
one hand, and any other Person with which Borrower or such Subsidiaries are required or permitted to file a consolidated tax return
or with which Borrower or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay
taxes, and which payments by Borrower and the Restricted Subsidiaries are not in excess of the tax liabilities that would have
been payable by them on a stand-alone basis;


 


(iv)         loans
and advances permitted by clause (c) of the definition of “Permitted
Investments”;


 


(v)          Restricted
Payments of the type described in clause (a), (b) or (d) of the definition of “Restricted
Payment” and which are made in accordance with Section
6.7;


 


(vi)         (x)
any agreement in effect on the Effective Date and disclosed in the Offering Memorandum, as in effect on the Effective Date or as
thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to Lender or Borrower in any
material respect than such agreement as it was in effect on the Closing Date or (y) any transaction pursuant to any agreement referred
to in the immediately preceding clause (x);


 


(vii)       any
transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because Borrower or a
Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided
that no Affiliate of Borrower or any of its Subsidiaries other than Borrower or a Restricted Subsidiary shall have a beneficial
interest in such joint venture or similar entity; and


 


(viii)      (x)
any transaction with an Affiliate where the only consideration paid by Borrower or any Restricted Subsidiary is Qualified Equity
Interests or (y) the issuance or sale of any Qualified Equity Interests.


 


6.10         Limitations
on Liens.   Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur,
assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of Borrower
or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary), whether owned at the Effective Date or thereafter
acquired, which Lien secures Indebtedness or trade payables, unless contemporaneously therewith:


 


(a)          in
the case of any Lien securing an obligation that ranks pari
passu with the Loan or the Guaranty, effective provision is made to secure the Loan or the Guaranty, as the case may
be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral, and


 




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(b)          in
the case of any Lien securing an obligation that is subordinated in right of payment to the Loan or the Guaranty, effective provision
is made to secure the Loan or the Guaranty, as the case may be, with a Lien on the same collateral that is prior to the Lien securing
such subordinated obligation,


 


in
each case, for so long as such obligation is secured by such Lien.


 


6.11        Conduct
of Business.   Borrower shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than
the Permitted Business.


 


6.12        Additional
Guarantees.   If, after the Effective Date, (a) Borrower or any Restricted Subsidiary shall acquire or create another
Subsidiary (other than a Foreign Subsidiary or a Subsidiary that has been designated an Unrestricted Subsidiary) or desires to
cause a Foreign Subsidiary to be a Guarantor or (b) any Unrestricted Subsidiary is Redesignated a Restricted Subsidiary (other
than a Foreign Subsidiary), then, in each such case, Borrower shall cause such Restricted Subsidiary to:


 


(i)           execute
and deliver to Lender a supplement to the Guaranty or any other guarantee in form and substance satisfactory to Lender, pursuant
to which such Restricted Subsidiary shall unconditionally guarantee all of the Obligations (all such supplements or other guarantees
shall be deemed to be part of the “Guaranty” for all purposes of this Agreement); and


 


(ii)          deliver
to Lender one or more Opinions of Counsel that such supplement or other guarantee, as the case may be, (x) has been duly authorized,
executed and delivered by such Restricted Subsidiary and (y) constitutes a valid and legally binding obligation of such Restricted
Subsidiary in accordance with its terms.


 


6.13         Limitations
on Dividends and Other Restrictions Affecting Restricted Subsidiaries.   Borrower shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


 


(a)          pay
dividends or make any other distributions on or in respect of its Equity Interests;


 


(b)          make
loans or advances or pay any Indebtedness or other obligation owed to Borrower or any other Restricted Subsidiary; or


 


(c)          transfer
any of its assets to Borrower or any other Restricted Subsidiary;


 


in each case, except for:


 


(i)           encumbrances
or restrictions existing under or by reason of applicable law, regulation or order;


 


(ii)          encumbrances
or restrictions existing under this Agreement or any other Loan Document;


 


(iii)         non-assignment
or subletting provisions of any contract or any lease entered into in the ordinary course of business;


 


(iv)         encumbrances
or restrictions existing under agreements existing on the Effective Date (including, without limitation, Credit Facilities and
the Indenture) as in effect on that date;


 




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(v)          restrictions
relating to any Lien permitted under this Agreement or any other Loan Document imposed by the holder of such Lien;


 


(vi)         restrictions
imposed under any agreement to sell assets (including capital stock) permitted under this Agreement or any other Loan Document
to any Person pending the closing of such sale;


 


(vii)        any
instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person or the properties or assets of the Person so acquired;


 


(viii)       any
other agreement governing Indebtedness entered into after the Closing Date that contains encumbrances and restrictions that are
not, in the good faith judgment of Borrower’s Board of Directors, materially more restrictive with respect to any Restricted
Subsidiary than those in effect on the Closing Date with respect to that Restricted Subsidiary pursuant to agreements in effect
on the Closing Date;


 


(ix)         customary
provisions in partnership agreements, shareholder agreements, limited liability company organizational governance documents, joint
venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership
interests in such partnership, limited liability company, joint venture or similar Person;


 


(x)          Purchase
Money Indebtedness incurred in compliance with Section
6.5 that impose restrictions of the nature described in clause (c) above on the assets acquired;


 


(xi)         restrictions
on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of
business;


 


(xii)        encumbrances
or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Agreement or any other Loan
Document; provided that any such
encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant
circumstances and do not, in the good faith judgment of the Board of Directors of Borrower, materially impair Borrower’s
ability to make payment on the Loan when due; and


 


(xiii)       any
encumbrances or restrictions imposed by any amendments, restatements, renewals, replacements, re-fundings or refinancings of the
contracts, instruments or obligations referred to in clauses (i) through (xii) above or any amendments, restatements, renewals,
replacements, re-fundings or refinancings thereof; provided
that such amendments, restatements, renewals, replacements, re-fundings or refinancings are, in the good faith judgment of Borrower’s
Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such
amendment, restatement, renewal, replacement, re-funding or refinancing.


 


6.14        Limitations on Designation of Unrestricted
Subsidiaries.   (a) Borrower may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of
Borrower as an “Unrestricted Subsidiary” under this Agreement and the other Loan Documents (a “Designation”)
only if:


 


(i)           no
Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and


 




    	46



    	 



    

  


(ii)          Borrower
would be permitted to make, at the time of such Designation, (x) a Permitted Investment or (y) an Investment pursuant to Section
6.7, in either case, in an amount (the “Designation
Amount”) equal to the Fair Market Value of Borrower’s proportionate interest in such Subsidiary on such
date.


 


(b)          No Subsidiary shall be Designated as an “Unrestricted
Subsidiary” unless such Subsidiary:


 


(i)           has
no Indebtedness other than Non-Recourse Debt;


 


(ii)          is
not party to any agreement, contract, arrangement or understanding with Borrower or any Restricted Subsidiary unless the terms
of the agreement, contract, arrangement or understanding are no less favorable to Borrower or the Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates;


 


(iii)         is
a Person with respect to which neither Borrower nor any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe
for additional Equity Interests or (y) to maintain or preserve the Person’s financial condition or to cause the Person to
achieve any specified levels of operating results; and


 


(iv)         has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Borrower or any Restricted Subsidiary,
except for any guarantee given solely to support the pledge by Borrower or any Restricted Subsidiary of the Equity Interests of
such Unrestricted Subsidiary, which guarantee is not recourse to Borrower or any Restricted Subsidiary.


 


If,
at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Agreement or any other Loan Document and any Indebtedness of the Subsidiary
and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the
Indebtedness is not permitted to be incurred under Section
6.5 or the Lien is not permitted under Section
6.10, Borrower shall be in default of the applicable covenant.


 


(c)          Borrower
may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”)
only if:


 


(i)           no
Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and


 


(ii)          all
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would,
if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Agreement or any other Loan
Document.


 


(d)          All
Designations and Redesignations must be evidenced by resolutions of the Board of Directors of Borrower, delivered to Lender certifying
compliance with the foregoing provisions.


 




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6.15        Limitations
on Sale and Leaseback Transactions. Borrower shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into any Sale and Leaseback Transaction; provided
that Borrower or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:


 


(a)          Borrower
or such Restricted Subsidiary could have (i) incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant
to Section 6.5 and (ii) incurred a Lien to secure such Indebtedness without equally and ratably securing the Loan pursuant
to Section 6.10;


 


(b)          the
gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the
subject of such Sale and Leaseback Transaction; and


 


(c)          the
transfer of assets in such Sale and Leaseback Transaction is permitted by, and Borrower or the applicable Restricted Subsidiary
applies the proceeds of such transaction in accordance with, Section
6.8.


 


6.16        Maintenance
of Properties; Insurance; Compliance with Law.


 


(a)          Borrower
shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties used or useful in the conduct
of their business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, necessary betterments
and necessary improvements thereto.


 


(b)          Borrower
shall maintain, and shall cause to be maintained for each of its Restricted Subsidiaries, insurance covering such risks as are
usually and customarily insured against by corporations similarly situated in the markets where Borrower and the Restricted Subsidiaries
conduct homebuilding operations, in such amounts as shall be customary for corporations similarly situated and with such deductibles
and by such methods as shall be customary and reasonably consistent with past practice.


 


(c)          Borrower
shall, and shall cause each of its Subsidiaries to, comply with all statutes, laws, ordinances or government rules and regulations
to which they are subject, non-compliance with which would materially adversely affect the business, earnings, properties, assets
or financial condition of Borrower and its Subsidiaries taken as a whole.


 


6.17        Payments
for Consent.   Borrower shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, pay
or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes at any time Borrower is seeking
a substantially similar consent, waiver or amendment of any of the terms of this Agreement or any other Loan Document, unless consideration
is offered to be paid or agreed to be paid to the Lender, in the same time frame set forth in the noteholder solicitation documents
relating to such consent, waiver or agreement, in equal amounts per each whole $1,000 in outstanding principal amount under the
Loan and such Notes, as applicable; provided, however, that the foregoing provisions of this Section
6.17 shall not prohibit, or require any payment of any consideration to Lender under this Section
6.17 in connection with, payments pursuant to any of the Transactions or made in a manner consistent with the information
under the caption “Use of Proceeds” (other than general corporate purposes) in the Offering Memorandum.


 


6.18        Legal
Existence.   Subject to Section
6.21, Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its
legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective


 




    	48



    	 



    

  


organizational
documents (as the same may be amended from time to time) of each Restricted Subsidiary and the rights (charter and statutory),
licenses and franchises of Borrower and its Restricted Subsidiaries; provided
that Borrower shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Restricted Subsidiaries if the Board of Directors of Borrower shall determine that the preservation thereof is no
longer desirable in the conduct of the business of Borrower and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to Lender.


 


6.19        Limitations
on the Issuance or Sale of Equity Interests of Restricted Subsidiaries.   Borrower shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, sell or issue any shares of Equity Interests of any Restricted Subsidiary except
(a) to Borrower, a Restricted Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro
rata basis, or to Borrower or a Guarantor (or, in the case of a Foreign Subsidiary that issues Equity Interests, to
any Restricted Subsidiary), (b) to the extent such shares represent directors’ qualifying shares or shares required by applicable
law to be held by a Person other than Borrower or a Wholly-Owned Restricted Subsidiary, or (c) if immediately after giving effect
to such sale or issuance, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, including sales of all
of the Equity Interests of a Restricted Subsidiary, in each case in compliance with the provisions of Section
6.8.


 


6.20        Change
of Control Offer.


 


(a)          Upon
the occurrence of a Change of Control, unless Borrower shall have given a notice of prepayment for 100% of the aggregate principal
amount of the Loan outstanding, Borrower shall be obligated to make an offer (the “Change
of Control Offer”) to prepay (a “Change
of Control Prepayment”) the Loan in full, together with payment of any Applicable Prepayment Premium, subject
to the requirements of this Section 6.20
and paragraph (b) of Section 2.10.
The Change of Control Offer shall remain open at least until (a) if Borrower is required under the Indenture to offer to redeem
Notes upon the occurrence of such Change of Control, the last day on which any such offer remains open, or (b) otherwise, for
at least 20 Business Days and until the close of business on the Change of Control Payment Date. Any such Change of Control Prepayment
shall be made on a Business Day (the “Change
of Control Payment Date”) no later than (a) if Borrower is required under the Indenture to redeem Notes upon
the occurrence of such Change of Control, the first day on which Borrower is so required to redeem Notes, or (b) otherwise, 63
days following the occurrence of the Change of Control.


 


(b)          Within
30 days following the date upon which a Change of Control occurs (the “Change
of Control Date”). Borrower shall send, by first class mail, a notice to Lender, which notice shall govern the
terms of the Change of Control Offer. The notice to Lender shall contain all instructions and materials necessary to enable Lender
to accept the Change of Control Offer.


 


(c)          Borrower’s
obligation to make a Change of Control Offer shall be satisfied if a third party makes the Change of Control Offer in the manner
and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by Borrower and
makes any Change of Control Prepayment required with respect thereto.


 


(d)          Borrower
shall conduct any Change of Control Offer substantially simultaneously with any similar offer required pursuant to Borrower’s
debt securities and shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange
Act and any other applicable laws and regulations, in connection with any such offer relating to Borrower’s debt securities
and/or any prepayments or redemptions of Notes pursuant to such related prepayment or redemption offers. To the extent that the
provisions of any securities laws or regulations conflict with Borrower’s obligations under this Section
6.20 or in respect of such related prepayment or redemption offers, Borrower shall comply


 




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with
the applicable securities laws and regulations, shall continue to conduct any Change of Control Offer substantially simultaneously
with such related prepayment or redemption offer and shall not be deemed to have breached its obligations under this Section
6.20 by virtue thereof.


 


6.21        Limitations
on Mergers. Consolidations, etc. (a) Borrower shall not, directly or indirectly, in a single transaction or a series
of related transactions, (i) consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose
of or assign all or substantially all of the assets of Borrower or Borrower and the Restricted Subsidiaries (taken as a whole)
or (ii) adopt a Plan of Liquidation unless, in either case:


 


(x)          either:


 


(A)         Borrower
will be the surviving or continuing Person; or


 


(B)         the
Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall
be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”)
is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United
States of America or the District of Columbia, and the Successor expressly assumes, by agreements in form and substance reasonably
satisfactory to Lender, all of the obligations of Borrower under this Agreement and the other Loan Documents;


 


(y)          immediately
prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (x)(B)
above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom
on a pro forma basis, no Default shall have occurred and be continuing; and


 


(z)          immediately
after and giving effect to such transaction and the assumption of the obligations set forth in clause (x)(B) above and the incurrence
of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, Borrower
or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception.


 


(b)          For
purposes of this Section 6.21,
any Indebtedness of the Successor which was not Indebtedness of Borrower immediately prior to the transaction shall be deemed
to have been incurred in connection with such transaction.


 


(c)          Except
as provided in the Guaranty, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, unless:


 


(i)          either:


 


(x)          such
Guarantor will be the surviving or continuing Person; or


 


(y)          the
Person formed by or surviving any such consolidation or merger is another Guarantor or assumes, by agreements in form and substance
reasonably satisfactory to Lender, all of the obligations of such Guarantor under the Guaranty; and


 


(ii)          immediately
after giving effect to such transaction, no Default shall have occurred and be continuing.


 




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(d)          For
purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions)
of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute
all or substantially all of the properties and assets of Borrower, will be deemed to be the transfer of all or substantially all
of the properties and assets of Borrower.


 


(e)          Upon
any consolidation, combination or merger of Borrower or a Guarantor, or any transfer of all or substantially all of the assets
of Borrower in accordance with the foregoing, in which Borrower or such Guarantor is not the continuing obligor under the applicable
Loan Documents, the surviving entity formed by such consolidation or into which Borrower or such Guarantor is merged or the Person
to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power
of, Borrower or such Guarantor under the applicable Loan Documents, with the same effect as if such surviving entity had been named
therein as Borrower or such Guarantor, as the case may be, and, except in the case of a lease, Borrower or such Guarantor, as the
case may be, will be released from the obligation to pay the principal of and interest on the Loan or in respect of the Guaranty,
as the case may be, and all of Borrower’s or such Guarantor’s other obligations and covenants under this Agreement,
the Guaranty and any other applicable Loan Document.


 


(f)           Notwithstanding
the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or convey, transfer or lease, in one transaction
or a series of transactions, all or substantially all of its assets to Borrower or another Restricted Subsidiary.


 


(g)          Upon
any consolidation or merger, or any transfer of all or substantially all of the assets of Borrower or any Restricted Subsidiary
in accordance with the foregoing, the successor entity formed by such consolidation or into which Borrower is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Borrower or such Restricted
Subsidiary under this Agreement with the same effect as if such successor entity had been named as Borrower or such Restricted
Subsidiary herein, and thereafter the predecessor entity shall be relieved of all obligations and covenants under this Agreement.


 


7.            [Intentionally
Omitted]


 


8.            Events
of Default.


 


Any
one or more of the following events shall constitute an event of default (each, an “Event
of Default”) under this Agreement:


 


8.1          Failure
by Borrower to pay interest on the Loan when it becomes due and payable and the continuance of any such failure for 30 days;


 


8.2          Failure
by Borrower to pay the principal on the Loan when it becomes due and payable, whether at stated maturity, upon acceleration, upon
mandatory prepayment or otherwise;


 


8.3          Failure
by Borrower to comply with Section 6.21
or in respect of its obligation to make a Change of Control Offer;


 


8.4          Failure
by Borrower to comply with any other agreement or covenant in this Agreement and the continuance of any such failure for 60 days
after notice of the failure has been given to Borrower by Lender;


 




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8.5          A
default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be
secured or evidenced Indebtedness of Borrower or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred
after the date hereof, which default:


 


(a)          is
caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period and any
extensions thereof,


 


(b)          results
in the acceleration of such Indebtedness prior to its express final maturity, or


 


(c)          results
in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security
documents to take ownership of, the assets securing such Indebtedness, and


 


in each case, the principal amount of such Indebtedness,
together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing,
aggregates $10,000,000 or more;


 


8.6          One
or more judgments or orders that exceed $10,000,000 in the aggregate (net of amounts covered by insurance or bonded) for the payment
of money have been entered by a court or courts of competent jurisdiction against Borrower or any Restricted Subsidiary and such
judgment or judgments have not been satisfied, discharged, bonded (by providing insurance, letters of credit or other financial
assurance), stayed or stayed pending appeal, annulled or rescinded within 60 days of being entered;


 


8.7          Borrower
or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case, (b)
consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a
Custodian of it or for all or substantially all of its assets, or (d) makes a general assignment for the benefit of its
creditors;


 


8.8          A
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against Borrower or
any Significant Subsidiary as debtor in an involuntary case, (b) appoints a Custodian of Borrower or any Significant Subsidiary
or a Custodian for all or substantially all of the assets of Borrower or any Significant Subsidiary, or (c) orders the liquidation
of Borrower or any Significant Subsidiary, and, in any such case, the order or decree remains unstayed and in effect for 60 days;
or


 


8.9          the
Guaranty ceases to be in full force and effect (other than in accordance with the terms of the Guaranty and this Agreement) with
respect to any Significant Subsidiary, or is declared null and void and unenforceable or found to be invalid with respect to any
Significant Subsidiary, or any Guarantor denies its liability under the Guaranty (other than by reason of release of a Guarantor
from the Guaranty in accordance with the terms of this Agreement and the Guaranty).


 


9.            Lender’s
Rights and Remedies.


 


9.1          Rights
and Remedies.   Upon the occurrence, and during the continuation, of an Event of Default, Lender (at its election but
without notice of its election and without demand) may do any one or more of the following, all of which are authorized by Borrower:


 


(a)          Declare
all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable;


 




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(b)          Terminate
this Agreement and any of the other Loan Documents as to any liability or obligation of Lender, but without affecting the Obligations
or the obligations of any Guarantor;


 


(c)          Without
notice to Borrower or any other Loan Party (such notice being expressly waived), and without constituting an acceptance of any
collateral in full or partial satisfaction of an obligation (within the meaning of the UCC), set off and apply to the Obligations
any and all Indebtedness at any time owing to or for the credit or the account of any Loan Party held by Lender; and/or


 


(d)         all
other rights and remedies available to Lender at law or in equity or pursuant to any other Loan Documents;


 


provided, however, that upon the occurrence of any Event of Default described in Section
8.7 or Section 8.8,
in addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by Lender, the Obligations
then outstanding, together with all accrued and unpaid interest thereon, and all fees and all other amounts due under this Agreement
and the other Loan Documents, shall automatically and immediately become due and payable, without presentment, demand, protest,
or notice of any kind, all of which are expressly waived by Borrower.


 


9.2         
Remedies Cumulative.   The rights
and remedies of Lender under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. Lender shall
have all other rights and remedies not inconsistent herewith as provided under the UCC, by law, or in equity. No exercise by Lender
of one right or remedy shall be deemed an election, and no waiver by Lender of any Event of Default shall be deemed a continuing
waiver. No delay by Lender shall constitute a waiver, election, or acquiescence by it.


 


10.          [Intentionally
Omitted]


 


11.          Waivers;
Indemnification.


 


11.1        Demand;
Protest; etc.   Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper,
and guarantees at any time held by Lender on which Borrower may in any way be liable.


 


11.2        Indemnification.
  Borrower shall pay, indemnify, defend, and hold the Lender-Related Persons, and each Participant (each, an “Indemnified
Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits,
actions, investigations, proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expenses
actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), at any time
asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution,
delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement,
any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of the Loan Parties’
compliance with the terms of the Loan Documents, and (b) with respect to any investigation, litigation, or proceeding related to
this Agreement, any other Loan Document, or the use of the proceeds of the Loan (irrespective of whether any Indemnified Person
is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively,
the “Indemnified Liabilities”).
The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section
11.2 with respect to (w) any costs or expenses incurred to comply with any tax treaty or other law relating to or affecting
payment of Taxes, (x) any withholding or other Taxes related to payment of any of the Obligations (but without limitation of Section
16), (y) any other costs, expenses, fees or charges to the


 




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extent
(i) the same are expressly required to be paid by, or are otherwise expressly allocated as the responsibility of, Lender
under any of the Loan Documents or (ii) the responsibility of Borrower to pay or assume any such other cost, expense, fee or
charge is expressly limited under any of the Loan Documents, or (z) any Indemnified Liability that a court of competent
jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person.
This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified
Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was
required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled
to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY
TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF
ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.


 


12.          Notices.


 


Unless
otherwise provided in this Agreement, all notices or demands by Borrower or any other Loan Party, on the one hand or Lender, on
the other hand, to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial
statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered
or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Borrower or Lender, as applicable, may designate to each other in accordance herewith), or facsimile to Borrower
or Lender, at its address set forth below:


 


If
to Borrower or any other Loan Party:


 


Phibro
Animal Health Corporation


65
Challenger Road


Ridgefield
Park, NJ 07660


U.S.A.


Attn:
Chief Financial Officer


Fax
No. +1-201-944-5937


Email
Address: Richard.Johnson@pahc.com


 


with
copies to:


 


Phibro
Animal Health Corporation


65
Challenger Road


Ridgefield
Park, NJ 07660


U.S.A.


Attn:
General Counsel


Fax
No. +1-201-329-7041


Email
Address: Thomas.Dagger@pahc.com


 




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and:


 


Golenbock
Eiseman Assor Bell & Peskoe LLP


437
Madison Avenue


New
York, New York 10022


U.S.A.


Attn:
Lawrence M. Bell, Esq.


Fax
No. +1-212-754-0330


Email
Address: lbell@golenbock.com


 


If
to Lender:


 


Mayflower
L.P.


c/o
3i plc


16
Palace Street


London
SW1E 5JD


U.K.


Attn:
Simon Holland


Fax
No. +44-207-928-0058


Email
Address: Simon.Holland@3i.com


 


with
copies to:


 


Clifford
Chance US LLP


31
West 52nd Street


New
York, NY 10019


U.S.A.


Attn:
Jason Young, Esq.


Fax
No. +1-212-878-8375


Email
Address: jason.young@cliffordchance.com


 


Any
party may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given
to the other parties. All notices or demands sent in accordance with this Section
12 shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof
in the mail.


 


13.          Choice
of Law and Venue; Jury Trial Waiver.


 


(a)           THE
VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(b)           THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED
AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK; PROVIDED,
HOWEVER, THAT


 




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ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE
LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH PROPERTY MAY BE FOUND. BORROWER AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 13(b).


 


(c)          BORROWER
AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY
OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


14.          Assignments
and Participations; Successors.


 


14.1        Assignments
and Participations.  (a) Lender may assign and delegate to one or more assignees (each an “Assignee”)
that are Eligible Transferees all, or any ratable part of all, of the Obligations and the other rights and obligations of Lender
hereunder and under the other Loan Documents; provided, however, that Borrower may continue to deal solely and directly with Lender in connection with the interest so assigned
to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information
with respect to the Assignee, have been given to Borrower by Lender and the Assignee, and (ii) Lender and its Assignee have delivered
to Borrower an Assignment and Acceptance.


 


(b)          From
and after the date that Borrower has received an executed Assignment and Acceptance, (i) the Assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender
shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be released from any future obligations under this
Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a
party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release Lender from obligations that survive the termination of this
Agreement, including Lender’s obligations under Section
16 and Section
18.8 of this Agreement.


 


(c)          By
executing and delivering an Assignment and Acceptance, Lender and the Assignee thereunder confirm and agree as follows: (1) such
Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, and (2) such Assignee agrees
that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.


 




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(d)          Immediately
upon Lender’s receipt of the fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the
extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Loan arising
therefrom. The portion of the Loan allocated to the Assignee shall reduce the portion of the Loan allocated to the assigning Lender
pro tanto.


 


(e)          Lender
may at any time sell to one or more Eligible Transferees (a “Participant”)
participating interests in its Obligations and the other rights and interests of Lender hereunder and under the other Loan Documents;
provided, however, that (i) Lender
shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving
the participating interest in the Obligations and the other rights and interests of Lender hereunder shall not constitute a “Lender”
hereunder or under the other Loan Documents and Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender
shall remain solely responsible for the performance of such obligations, (iii) Borrower shall continue to deal solely and directly
with Lender in connection with Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) Lender
shall not transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or
any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent
or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations
hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which
such Participant is participating, (C) release all or substantially all of the guaranties (except to the extent expressly provided
herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone
the payment of, or reduce the amount of, the interest or fees payable to such Participant through Lender, or (E) change the amount
or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrower hereunder (including
Covered Taxes) shall be determined as if Lender had not sold such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event
of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing
under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under
this Agreement. The rights of any Participant only shall be derivative through Lender and no Participant shall have any rights
under this Agreement or the other Loan Documents or any direct rights as to Borrower, any other Loan Party or any other Subsidiary
of Borrower, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making
of decisions by Lender.


 


(f)           In
connection with any such assignment or participation or proposed assignment or participation, a Lender may, subject to the provisions
of Section 18.8, disclose all
documents and information which it now or hereafter may have relating to the Loan Parties and their respective businesses. For
the avoidance of doubt, the preceding sentence shall not override, or otherwise vary, any confidentiality provision of any other
instrument to which both Borrower and Lender (or any other Member of the 3i Group) are party.


 


14.2        Successors.
  This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without Lender’s prior
written consent and any prohibited assignment shall be absolutely void ab
initio. No consent to assignment by Lender shall release Borrower from its Obligations. A Lender may assign this Agreement
and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section
14.1 hereof and, except as expressly required pursuant to Section
14.1 hereof, no consent or approval by Borrower is required in connection with any such assignment.


 




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15.          Amendments;
Waivers.


 


15.1        Amendments
and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by Lender,
Borrower and each Guarantor, and then any such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


15.2        No
Waivers; Cumulative Remedies. No failure by Lender to exercise any right, remedy, or option under this Agreement or,
any other Loan Document, or delay by Lender in exercising the same, will operate as a waiver thereof. No waiver by Lender will
be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Lender on any occasion shall
affect or diminish Lender’s rights thereafter to require strict performance by the Loan Parties of any provision of the Loan
Documents. Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any
other right or remedy that Lender may have.


 


16.          Withholding
Taxes.


 


16.1        Withholding
Taxes.   (a) If Borrower or any Guarantor in its reasonable discretion determines that it may be obligated to withhold
Tax with respect to any payment made by it under this Agreement or any other Loan Document, Lender hereby agrees that the applicable
payor may withhold from such payment the appropriate amount of Tax. Borrower agrees to timely pay, or cause to be paid, all amounts
so withheld to the applicable Governmental Authority.


 


(b)          If
Lender is a “foreign person” within the meaning of the Code and such Lender claims exemption from, or a reduction of,
U.S. withholding Tax under Sections 1441 or 1442 of the Code, Lender agrees with and in favor of Borrower, to deliver to Borrower:


 


(i)           if
Lender claims an exemption from withholding Tax pursuant to the portfolio interest exception, (A) a statement of Lender, signed
under penalty of perjury, that it is neither a (I) a “bank” as described in Section 881(c)(3)(A) of the Code, (II)
a 10% shareholder of Borrower (within the meaning of Section 871(h)(3)(B) of the Code), nor (III) a controlled foreign corporation
related to Borrower within the meaning of Section 864(d)(4) of the Code, and (B) a properly completed and executed IRS Form W-8BEN,
before the first payment of any interest under this Agreement and at any other time reasonably requested by Borrower;


 


(ii)          if
Lender claims an exemption from, or a reduction of, withholding Tax under a United States tax treaty, properly completed and executed
IRS Form W-8BEN before the first payment of any interest under this Agreement and at any other time reasonably requested by Borrower;


 


(iii)          if
Lender claims that interest paid under this Agreement is exempt from United States withholding Tax because it is effectively connected
with a United States trade or business of Lender, two properly completed and executed copies of IRS Form W-8ECI before the first
payment of any interest is due under this Agreement and at any other time reasonably requested by Borrower; and


 


(iv)          such
other form or forms as may be required under the Code or other laws of the United States as a condition to exemption from, or reduction
of, United States withholding Tax.


 




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Lender
agrees promptly to notify Borrower of any change in circumstances which would modify or render invalid any claimed exemption or
reduction.


 


(c)           If
Lender claims exemption from, or reduction of, withholding Tax under a United States tax treaty by providing IRS Form W-8BEN and
Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations, Lender agrees to notify
Borrower without delay of the percentage amount in which it is no longer the beneficial owner. To the extent of such percentage
amount, Borrower will treat Lender’s IRS Form W-8BEN as no longer valid.


 


(d)          All
payments made by Borrower or any other Loan Party hereunder or under any promissory note or other Loan Document will be made without
setoff, counterclaim, or other defense except as required by applicable law. All such payments will be made free and clear of,
and without deduction or withholding for, any Covered Taxes, except to the extent such deduction or withholding is required by
applicable law. If any Covered Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Covered Taxes, and
any such additional amounts as may be necessary, so that every payment of all amounts due under this Agreement or under any promissory
note, including any amount paid pursuant to this Section
16.1(d) after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided
for herein but for such levy or imposition of Covered Taxes; provided, however, that any such necessary additional amounts shall be limited by the exclusions set forth in clauses (a) through
(c) of the definition of Covered Taxes. Borrower will furnish to Lender as promptly as possible after the date the payment of any
Covered Taxes are due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.


 


(e)           If
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 16.1(d),
then Lender shall use reasonable efforts to assign its rights and obligations hereunder to a Member of the 3i Group or
otherwise negotiate in good faith to restructure the Loan if, in the judgment of Lender, such assignment or restructuring (i)
would eliminate or reduce amounts payable pursuant to Section
16.1(d) in the future and (ii) would not subject Lender to any unreimbursed cost or expense and would not
otherwise be materially disadvantageous to Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred
by Lender in connection with any such assignment or restructuring.


 


(f)           If,
the provisions of clause (d) above notwithstanding, Borrower is required to pay any additional amount to Lender or any Governmental
Authority for the account of Lender pursuant to Section
16.1(d), then Borrower may prepay the Loan in accordance with Section
2.10(a), without regard to whether the Loan could then otherwise be prepaid pursuant to that section and without payment
of any Applicable Prepayment Premium.


 


(g)          If,
at any time following a Change in U.S. Tax Treaty, Borrower is or would be required to pay to Lender an additional amount in respect
of a Covered Tax under Section 16.1(d),
Borrower shall provide Lender written notice thereof. During the thirty (30) days following receipt of such notice by Lender,
representatives of Lender and Borrower shall explore such reasonable commercial efforts and other re-structuring alternatives.
If after the expiration of such thirty (30) day period, Lender and Borrower shall not have agreed that such additional amount
can be avoided, Borrower shall be entitled at any time thereafter to prepay (a “Change
in U.S. Tax Treaty Prepayment”) the Loan in full, subject to the requirements of this Section
16.1(g) and paragraph (b) of Section
2.10, without regard to whether the Loan could then otherwise be prepaid pursuant to that section and without payment
of any Applicable Prepayment Premium.


 


(h)          Borrower
shall maintain a register with respect to the Loan so that it is considered to be “in registered form” as such phrase
is used in Section 871(h)(2)(B)(i) of the Code.


 




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17.          Guaranty
Provisions.


 


17.1        Guaranty.


 


(a)          Subject
to the provisions of this Section 17,
each Guarantor, by execution of this Agreement, jointly and severally, unconditionally guarantees (collectively, the “Guaranty”)
to Lender (i) the due and punctual payment of the principal of and interest on the Loan, when and as the same shall become due
and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal
of and interest on the Loan, to the extent lawful, and the due and punctual payment of all other Obligations, all in accordance
with the terms of the Loan Documents, and (ii) in the case of any extension of time of payment or renewal of the Loan or any of
such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Agreement, agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Loan Document, any failure to enforce the provisions of any such Loan Document, any waiver,
modification or indulgence granted to Borrower with respect thereto by Lender, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or such Guarantor.


 


(b)          Each
Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy
of Borrower, any right to require a proceeding first against Borrower, protest or notice with respect to the Loan Documents or
the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged as to any
such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between
such Guarantor, on the one hand, and Lender, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated
as provided in Section 9 for the
purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of
the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in
Section 9, such Obligations (whether
or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranty.


 


17.2        Limitation
of Guarantee.   The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all
other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guaranty or pursuant to its contribution
obligations under this Agreement, result in the obligations of such Guarantor under the Guaranty not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under the Guaranty
shall be entitled to a contribution from each other Guarantor in a pro
rata amount based on the Adjusted Net Assets of each Guarantor.


 


17.3        Release
of Guarantor.


 


(a)          A
Guarantor shall be released from its obligations under the Guaranty and its obligations under this Agreement:


 


(i)          in
the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation
or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by Borrower and the Restricted
Subsidiaries, in each case in accordance with the terms of this Agreement; or


 




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(ii)          if
such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance
with the provisions of this Agreement, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary,
respectively; or


 


(iii)         upon
satisfaction and discharge of this Agreement or payment in full of the principal of, premium, if any, accrued and unpaid interest
on the Loan and all other Obligations that are then due and payable;


 


and
in each such case, Borrower has delivered to Lender an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized
and permitted hereunder.


 


(b)          Lender
shall execute any documents reasonably requested by Borrower or a Guarantor in order to evidence the release of such Guarantor
from its obligations under the Guaranty endorsed on any promissory note or notes delivered pursuant to clause (d) of Section
2.2 and under this Section 17.


 


17.4        Waiver
of Subrogation.   Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire
against Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under
the Guaranty and this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification,
and any right to participate in any claim or remedy of Lender against Borrower, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from Borrower,
directly or indirectly, in cash or other property or by set-off or in any other manner, payment or promissory note on account of
such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Loan shall
not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held
in trust for the benefit of, Lender, and shall forthwith be paid to Lender to be credited and applied upon the Loan, whether matured
or unmatured, in accordance with the terms of this Agreement. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Loan and that the waiver set forth in this Section
17.4 is knowingly made in contemplation of such benefits.


 


18.          General
Provisions.


 


18.1        Effectiveness.
  This Agreement shall be binding and deemed effective when executed and delivered by Borrower and Lender.


 


18.2        Section
Headings.   Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by
the context, everything contained in each Section applies equally to this entire Agreement.


 


18.3        Interpretation.
  Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether
under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed
and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all
parties hereto.


 


18.4        Severability
of Provisions.   Each provision of this Agreement shall be severable from every other provision of this Agreement for
the purpose of determining the legal enforceability of any specific provision.


 




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18.5        Amendments
in Writing.   This Agreement only can be amended by a writing in accordance with Section
15.1.


 


18.6        Counterparts;
Execution by Electronic Transmission.   This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which,
when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by
electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party
delivering an executed counterpart of this Agreement by electronic transmission also shall deliver an original executed counterpart
of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.


 


18.7        Revival
and Reinstatement of Obligations.   If the incurrence or payment of the Obligations by any Loan Party or the transfer
to Lender of any property should for any reason subsequently be declared to be void or voidable under any state or federal law
relating to creditors’ rights, including provisions of any Bankruptcy Law relating to fraudulent conveyances, preferences,
or other voidable or recoverable payments of money or transfers of property (collectively, a “Voidable
Transfer”), and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or
elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that Lender
is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of Lender related thereto,
the liability of the Loan Parties automatically shall be revived, reinstated, and restored and shall exist as though such Voidable
Transfer had never been made.


 


18.8        Confidentiality.
 Lender agrees that material, non-public information regarding the Loan Parties, their operations, assets, and existing and
contemplated business plans shall be treated by Lender in a confidential manner, and shall not be disclosed by Lender to Persons
other than Loan Parties, except: (a) to attorneys for and other advisors, accountants, auditors, and consultants to Lender, (b)
to Subsidiaries and Affiliates of Lender, provided
that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms
of this Section 18.8, (c) as may
be required by statute, decision, or judicial or administrative order, rule, or regulation, (d) as may be agreed to in advance
by Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any subpoena or other legal
process, (e) as to any such information that is or becomes generally available to the public (other than as a result of prohibited
disclosure by Lender), (f) in connection with any assignment, prospective assignment, sale, prospective sale, participation or
prospective participations, or pledge or prospective pledge of Lender’s interest under this Agreement, provided
that any such assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant,
pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder subject to the terms of this
Section, and (g) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation
or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan
Documents. For the avoidance of doubt, the preceding sentence shall not override, or otherwise vary, any confidentiality provision
of any other instrument to which both Borrower and Lender (or any other Member of the 3i Group) are party. The provisions of this
Section 18.8 shall survive for
2 years after the payment in full of the Obligations. Anything contained herein or in any other Loan Document to the contrary
notwithstanding, the obligations of confidentiality contained herein and therein, as they relate to the transactions contemplated
hereby, shall not apply to the United States federal tax structure or United States federal tax treatment of such transactions,
and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all Persons, without
limitation of any kind, the United States federal tax structure and United States federal tax treatment of such transactions (including
all written materials related to such tax structure and tax treatment). The preceding sentence is intended to cause the transactions


 




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contemplated
hereby to not be treated as having been offered under conditions of confidentiality for purposes of Section 1.601l-4(b)(3) (or
any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Code, and shall be construed in a manner
consistent with such purpose. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to the
tax structure of the transactions contemplated hereby or any tax matter or tax idea related thereto.


 


18.9        Release
of Certain Prior Guarantors.   Each party hereto, upon and subject to the satisfaction of the conditions precedent set
forth in Section 3.1 above, hereby
releases each of Abic Biological Laboratories Ltd., an Israeli corporation, and Abic Veterinary Products Ltd., an Israeli corporation,
(a) from its guaranty of the “Obligations” as defined in the Original Agreement, without recourse, representation or
warranty whatsoever, and (b) from any other obligation it may have as a guarantor or otherwise under or with respect to the Loan
Documents or the Original Agreement (including without limitation with respect to the “Obligations” as defined in the
Original Agreement), in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising.


 


18.10      Integration.
  This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions
contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof;
provided, however, that nothing herein shall in any way prejudice Lender’s rights under the Original Agreement with respect
to any breach of a representation or warranty contained in Section 5 of the Original Agreement, which representations and warranties
shall be incorporated herein by reference as though set forth herein, it being understood that such representations and warranties
were made as of the date of the Original Agreement or the Closing Date, as applicable, and shall not be deemed to be made or repeated
as of the date hereof.


 


18.11      USA
PATRIOT Act.   Each Lender that is subject to the requirements of the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed
into law October 26, 2001)) (as amended from time to time, together with the rules and regulations promulgated thereunder, the
“Patriot Act”) hereby
notifies Borrower and each Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies Borrower and such Guarantor, which information includes the name and address of Borrower and
such Guarantor and other information that will allow Lender to identify Borrower and such Guarantor in accordance with the Patriot
Act. Borrower and each Guarantor agrees to take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries
to take such action and execute, acknowledge and deliver, at its sole cost and expense, such instruments and documents as Lender
may reasonably require from time to time in order to enable Lender to comply with the Patriot Act.


 


[Signature
page to follow.]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.


 


	 	PHIBRO ANIMAL HEALTH CORPORATION,
	 	as Borrower
	 	 
	 	By:	/s/ David C. Storbeck
	 	Name:	David C. Storbeck
	 	Title:	Vice President


 


	 	GUARANTORS:
	 	 
	 	PRINCE AGRI PRODUCTS, INC.
	 	PHIBROCHEM, INC.
	 	PHIBRO ANIMAL HEALTH HOLDINGS, INC.
	 	PHIBROCHEMICALS, INC.
	 	WESTERN MAGNESIUM CORP.
	 	C.P. CHEMICALS, INC.
	 	PHILIPP BROTHERS CHEMICALS, INC.
	 	PHIBROWOOD, LLC
	 	PHIBRO-TECH, INC.
	 	FIRST DICE ROAD COMPANY, A CALIFORNIA





	 	 	LIMITED PARTNERSHIP
	 	 	By:	WESTERN MAGNESIUM CORP.,
	 	 	 	its General Partner


 


	 	By:	/s/ David C. Storbeck	 
	 	 	Name: David C. Storbeck	 
	 	 	Title:   Vice President	 


 


 [SIGNATURE
PAGE TO AMENDED AND RESTATED TERM LOAN AGREEMENT]


 




    	 



    	 



    

  


	 	MAYFLOWER
    L.P.,
	 	as Lender
    acting by its manager,
	 	3i Investments plc
	 	 	 
	 	By:	/s/
    Simon Holland
	 	 	Name:  Simon
    Holland
	 	 	Title:     Senior
    Counsel, 3i plc
	 	 	             Authorised
    Signatory
	 	 	             3i
    Investments plc


 


 [SIGNATURE
PAGE TO AMENDED AND RESTATED TERM LOAN AGREEMENT]


 




    	 



    	 



    

 


EXHIBIT
A


 


FORM OF ASSIGNMENT
AND ACCEPTANCE AGREEMENT


 


This
ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment
Agreement”) is entered into as of  ________, 20  ___, between __________________ (“Assignor”) and ________________
(“Assignee”). Reference is made to the Loan Agreement described in Item
2 of Annex
I annexed hereto (the “Loan Agreement”). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.


 


1.           In
accordance with the terms and conditions of Section 14 of the Loan Agreement, the Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations
under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor as specified in Item
4 of Annex
I. After giving effect to such sale and assignment, the Assignee’s amount
of the Loan principal will be as set forth in Item
4 of Annex
I. After giving effect to such sale and assignment, the Assignor’s amount
of the Loan principal will be as set forth in Item
4 of Annex
I.


 


2.           The
Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (b) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial
condition of Borrower or the performance or observance by Borrower of any of its obligations under the Loan Documents or any other
instrument or document furnished pursuant thereto.


 


3.           The
Assignee (a) confirms that it has received copies of the Loan Agreement and the other Loan Documents, together with copies of
the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance,
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents; (c) confirms that it is an Eligible Transferee; (d) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; [and (e) attaches
the forms required by Section 16.1 of the Loan Agreement.]


 


4.           Following
the execution of this Assignment Agreement by the Assignor and Assignee, it will be delivered by the Assignor to Borrower for
recording by Borrower. The effective date of this Assignment (the “Settlement Date”) shall be the later of (a) the
date of the execution hereof by the Assignor and the Assignee and receipt hereof by Borrower, and (b) the date specified in Item
5 of Annex
I.


 




    	 



    	 



    

  


5.           As
of the Settlement Date (a) the Assignee shall be a party to the Loan Agreement and, to the extent of the interest assigned pursuant
to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b)
the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be
released from any future obligations under the Loan Agreement and the other Loan Documents, provided, however, that nothing contained
herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning
Lender’s obligations under Section 16 and Section 18.8 of the Loan Agreement.


 


6.           From
and after the Settlement Date, Borrower shall make all payments under the Loan Agreement and the other Loan Documents in respect
of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to
the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor the assigned amount (as set forth in Item
4.a of Annex
I) of the principal amount of any outstanding loans under the Loan Agreement and
the other Loan Documents. The Assignor and Assignee shall make all appropriate adjustments in payments under the Loan Agreement
and the other Loan Documents for periods prior to the Settlement Date directly between themselves on the Settlement Date.


 


7.           THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Remainder of
page left intentionally blank.]


 




    	2



    	 



    

  


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


 


	 	[NAME OF
    ASSIGNOR]
	 	 
	 	  as Assignor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[NAME OF ASSIGNEE]
	 	 
	 	  as Assignee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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ANNEX FOR ASSIGNMENT
AND ACCEPTANCE


 


ANNEX I


 


	1.	 	Borrower: Phibro Animal
    Health Corporation, a New York corporation	 	 
	 	 	 	 	 
	2.	 	Name and Date of Loan Agreement:	 	 
	 	 	 	 	 
	 	 	Amended and Restated Term Loan Agreement, dated as of June 24, 2010, by and among Borrower, Mayflower L.P., and the guarantors named therein
	 	 	 	 	 
	3.	 	Date of Assignment
    Agreement:	 	 
	 	 	 	 	 
	4.	 	Amounts:	 	 
	 	 	 	 	 
	 	a.	Assigned amount
    of Loan principal	 	$
	 	 	 	 	 
	 	b.	Assignor’s
    resulting amount of Loan principal after giving effect to the sale and assignment to Assignee	 	$
	 	 	 	 	 
	 	c.	Assignee’s
    resulting amount of Loan principal after giving effect to the sale and assignment to Assignee	 	$
	 	 	 	 	 
	5.	 	Settlement Date:	 	 
	 	 	 	 	 
	6.	 	Notice and Payment
    Instructions, etc.	 	 


 


	 	Assignee:	 	Assignor:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  




    	 



    	 



    

  


Schedule 1


 


Lender’s
Account


 


	Account Name:	Mayflower LP
	 	 
	Sort Code:	301218
	 	 
	SWIFT Codes:	LOYDGB2LCTY
	 	 
	Account Number:	11365835
	 	 
	IBAN:	GB30LOYD30121811365835


 


 




    	 



    	 



    

  


Schedule 2


 


Designated Account


 


	Credit
    Bank:	Wachovia
    Bank, N.A.

    190 River Rd 

    Summit, NJ 07901
	ABA
    Routing Number:	031
    201 467                 {domestic only}
	SWIFT
    Routing Number:	PNB
    PUS 33 PHL {international only}
	Beneficiary
    account number:	2000
    012 980 624
	Beneficiary
    Name:	Phibro
    Animal Health Corporation 

    Ridgefield Park, NJ