EX-10.113(b)





 Exhibit 10.113(b) 

Execution Version 
 FIFTH
AMENDMENT TO CREDIT AGREEMENT 
 THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of November 22, 2019 (this
“Amendment”) is entered into among AMERICAN OUTDOOR BRANDS CORPORATION (f/k/a/ Smith & Wesson Holding Corporation), a Nevada corporation (the “Company”), AMERICAN OUTDOOR BRANDS SALES COMPANY (f/k/a
Smith & Wesson Corp.), a Delaware corporation (“AOBSC”, and together with the Company, the “Existing Borrowers” and, each, an “Existing Borrower”), SMITH & WESSON INC. (f/k/a
Smith & Wesson Firearms Inc.), a Delaware corporation (“SWI” and together with the Existing Borrowers, collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto, the
lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and TD BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swingline Lender. All
capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). 

RECITALS 

WHEREAS, the Borrowers, the Guarantors, the Lenders and TD Bank, N.A., as Administrative Agent and Swing Line Lender entered
into that certain Credit Agreement dated as of June 15, 2015 (as amended by that certain First Amendment to Credit Agreement dated as of July 5, 2016, by that certain Second Amendment to Credit Agreement dated as of October 27, 2016, by that certain
Third Amendment to Credit Agreement dated as of January 9, 2017 and by that certain Fourth Amendment to Credit Agreement dated as of February 28, 2018 (as further amended, restated, supplemented or otherwise modified from time to time in writing
prior to the Fifth Amendment Effective Date, the “Existing Credit Agreement”, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the
“Credit Agreement”); 
 WHEREAS, pursuant to a Joinder Agreement dated as of March 14, 2019, SWI joined the
Credit Agreement and became a “Guarantor” thereunder; 
 WHEREAS, the Existing Borrowers desire that (i) SWI
become a “Borrower” and be jointly and severally liable with the Existing Borrowers under the Credit Agreement and (ii) the Lenders permit the future consummation of the proposed Outdoor Products Group Spin-Off (as defined in the
Credit Agreement); 
 WHEREAS, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing
Credit Agreement as hereinafter provided, on the terms and subject to the conditions set forth herein; and 
 WHEREAS, in
accordance with the terms and conditions set forth herein, the Existing Borrowers, SWI, the other Guarantors, the Lenders and the Administrative Agent wish to effect this Amendment. 

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

1.    Definitions. Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement, except to the extent such meanings are amended hereby. 












 2.    Amendments to Credit Agreement. Each of the
parties hereto (which includes each Lender party to the Existing Credit Agreement) agrees that, effective on the Fifth Amendment Effective Date, the Existing Credit Agreement shall be amended (a) to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and (b) to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. 

3.    Joinder of New Borrower. Each of the New Borrower, the Existing Borrowers and the other Loan
Parties hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: 

a.    The New Borrower hereby acknowledges, agrees and confirms that, by its execution of
this Amendment, New Borrower will (i) be deemed to be a party to and a “Borrower” under the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower thereunder as if it had executed the Credit
Agreement and the other Loan Documents as a Borrower and (ii) no longer be deemed to be a “Guarantor” under the Credit Agreement and the other Loan Documents and shall no longer have the obligations of a Guarantor thereunder. The New
Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents as a Borrower and a
Loan Party, as applicable. Without limiting the generality of the foregoing terms of this Section 3(a), the New Borrower hereby agrees that it is jointly and severally liable, together with the other Borrowers, for the prompt payment of
the Obligations in accordance with the terms of the Credit Agreement and the other Loan Documents. 

b.    Each of New Borrower, the Existing Borrowers and the other Loan Parties hereby agree
that all of the representations and warranties contained in Article V of the Credit Agreement and each other Loan Document (including, without limitation, this Amendment) or which are contained in any document furnished at any time under or in
connection therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct on and as of the date hereof except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on
and as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date. 

c.    New Borrower acknowledges and confirms that it has received a copy of the Credit
Agreement and the schedules and exhibits thereto and each Loan Document and the schedules and exhibits thereto. 

d.    The Existing Borrowers each hereby confirm that the Credit Agreement is, and upon the
New Borrower becoming a Borrower, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon New Borrower becoming a Borrower, the term “Obligations,” as used in the Credit Agreement, shall
include all obligations of New Borrower as a Borrower under the Credit Agreement and under each other Loan Document. 

e.    Each of the New Borrower and the other Loan Parties agrees that at any time and from
time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may 

  
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reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents in order to effect the purposes of this Amendment. 

4.    Conditions Precedent. This Amendment shall be effective upon the date of satisfaction of the
following conditions precedent, in each case in a manner reasonably satisfactory to the Administrative Agent: 

(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or
electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Fifth Amendment Effective Date (or, in the case of certificates of governmental
officials, a recent date before the Fifth Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 

(i)    this Amendment properly executed by a Responsible Officer of each Loan Party and
each of the Lenders. 
 (ii)    such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; 

(iii)    such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(iv)    the TD Bank Fee Letter (as defined in the Credit Agreement) properly executed by a
Responsible Officer of each Borrower, the Administrative Agent and TD Bank; 
 (v)    a
Solvency Certificate signed by a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Loan Parties, after giving effect to this Amendment and the other transactions contemplated
hereby; and 
 (vi)    such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Required Lenders reasonably may require. 

(b)    Material Adverse Effect. Since the date of the Audited Financial Statements, there shall not
have occurred any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. 

(c)    Litigation. There is no action, suit, investigation or proceeding pending or, to the
knowledge of either Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. 

(d)    No Default. No Default shall exist or would result from this Amendment on the Fifth
Amendment Effective Date. 

  
 - 3 - 













 (e)    Representations and Warranties. Both
before and immediately after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement and in each other Loan Document, or which are contained in any document furnished in
connection therewith, are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of the
Fifth Amendment Effective Date with the same effect as if made on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date. 

(f)    Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a
Responsible Officer of each Borrower as of the Fifth Amendment Effective Date certifying that (i) the conditions specified in Sections 2(b), 2(c), 2(d) and 2(e) have been satisfied as of the Fifth Amendment Effective
Date and (ii) that the execution and delivery of this Amendment and the transactions contemplated hereby do not violate any terms of the 2020 Senior Notes Indenture. 

(g)    Attorney Costs. Unless waived by the Administrative Agent, the Borrowers shall have paid all
fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Fifth Amendment Effective Date, plus such additional amounts of such
fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Borrowers and the Administrative Agent). 
 5.    Miscellaneous.

 (a)    This Amendment shall be deemed to be, and is, a Loan Document. 

(b)    Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this
Amendment, (ii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents or any certificates, documents, agreements
and instruments executed in connection therewith, and (iii) affirms all of its obligations under the Loan Documents as amended hereby, including its Guarantee of the Obligations. The execution of this Amendment shall not operate as a waiver of
any right, power or remedy of Administrative Agent or the Lenders or constitute a waiver of any provision of the Credit Agreement or any other Loan Document. Nothing in this Amendment shall be construed to, or shall, extinguish, release or
discharge, or substitute, or constitute, create or effect a novation of, or an agreement to extinguish, replace, or substitute any of, the Obligations of the Borrowers under the Existing Loan Agreement or any other Loan Document. 

(c)    Effective as of the Fifth Amendment Effective Date, the terms “Agreement”,
“herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Existing Credit Agreement, shall, unless the context otherwise requires, refer to the Existing Credit Agreement as
amended hereby, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Existing Credit Agreement as amended hereby and as may be further amended, supplemented or otherwise modified from time to time. 

  
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 (d)    Each of the Loan Parties hereby represents and
warrants to the Administrative Agent and the Loan Parties as follows: 
 (i)    such Loan
Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment and this Amendment does not and will not (A) contravene the terms of any of such Person’s Organization Documents; (B) conflict
with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (1) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such
Person or any of its Subsidiaries, including, without limitation, any Permitted Notes Indenture, or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (C) violate any Law; 
 (ii)    this Amendment has been duly executed and
delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); 

(iii)    no consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment; 

(iv)    no Default or Event of Default currently exists or would arise after giving effect
to this Amendment or the consummation of the transactions contemplated hereunder; and 

(v)    such Loan Party and each of its Subsidiaries, if any, is a corporation or limited
liability company, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable. 

(e)    For purposes of determining withholding Taxes imposed under FATCA, from and after the effective
date of this Amendment, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning
of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 (f)    This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopy, pdf or other similar
electronic transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered. 

(g)    Subject to any applicable limitations set forth in the Loan Documents, each Loan Party hereby
agrees from time to time, as and when reasonably requested by Administrative Agent, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other
action as Administrative Agent may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment. 

(h)    This Amendment shall be binding upon the Borrowers, the other Loan Parties, the Lenders and the
Administrative Agent and their respective successors and permitted assigns, and shall 

  
 - 5 - 













 
inure to the benefit of the Borrowers, the other Loan Parties, the Lenders and Administrative Agent and the successors and permitted assigns of the Lenders and Administrative Agent. No other
Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment or any of the other Loan Documents. 

(i)    This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement
among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. 

(j)    The provisions of Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by
reference, mutatis mutandis, and shall apply with like effect to this Amendment as if fully set forth herein. 

(k)    THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR
TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
IN SUCH STATE. 
 [Signature pages follow] 

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

			
	EXISTING BORROWERS:
	  
 AMERICAN OUTDOOR BRANDS CORPORATION
(F/K/A SMITH & WESSON HOLDING CORPORATION)

		
	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

	  
 AMERICAN OUTDOOR BRANDS SALES COMPANY
(F/K/A SMITH & WESSON CORP.)

		
	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, and Treasurer

	  
 NEW BORROWER:

	  
 SMITH & WESSON INC. (F/K/A SMITH
& WESSON FIREARM INC.)

		
	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer




  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 














							
		 	GUARANTORS
		
	 THOMPSON/CENTER ARMS COMPANY, LLC
	 	 SWSS LLC

				
	 By:
	 	 /s/ Jeffrey D. Buchanan
	 	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan
	 	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, and Treasurer
	 	 Title:
	 	Executive Vice President, Chief Financial Officer, and Treasurer
		
	 SMITH & WESSON DISTRIBUTING, INC.
	 	 BEAR LAKE HOLDINGS, LLC

				
	 By:
	 	 /s/ Jeffrey D. Buchanan
	 	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan
	 	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, and Treasurer
	 	 Title:
	 	Executive Vice President, Chief Financial Officer, and Treasurer
		
	 SWPC PLASTICS, LLC (F/K/A DEEP RIVER PLASTICS, LLC)
	 	 BATTENFELD TECHNOLOGIES, INC.

				
	 By:
	 	 /s/ Jeffrey D. Buchanan
	 	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan
	 	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, and Treasurer
	 	 Title:
	 	Executive Vice President, Chief Financial Officer, and Treasurer
		
	 BATTENFELD ACQUISITION COMPANY INC.
	 	 CRIMSON TRACE CORPORATION

				
	 By:
	 	 /s/ Jeffrey D. Buchanan
	 	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan
	 	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, and Treasurer
	 	 Title:
	 	Executive Vice President, Chief Financial Officer, and Treasurer
		
	 ULTIMATE SURVIVAL TECHNOLOGIES, LLC
	 	 BTI TOOLS, LLC

				
	 By:
	 	 /s/ Jeffrey D. Buchanan
	 	 By:
	 	 /s/ Jeffrey D. Buchanan

	 Name:
	 	 Jeffrey D. Buchanan
	 	 Name:
	 	 Jeffrey D. Buchanan

	 Title:
	 	 Executive Vice President, Chief Financial Officer, and Treasurer
	 	 Title:
	 	Executive Vice President, Chief Financial Officer, and Treasurer


  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 














			
	 ADMINISTRATIVE AGENT:

	 TD BANK, N.A., as Administrative Agent

		
	 By:
	 	 /s/ Maria P. Goncalves

	 Name:
	 	 Maria P. Goncalves

	 Title:
	 	 Regional Vice President



  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 














							
	 LENDERS:
	 		 	 TD BANK, N.A.,

		 		 	 as a Lender and Swing Line Lender

				
		 		 	 By:
	 	 /s/ Maria P. Goncalves

		 		 	 Name:
	 	 Maria P. Goncalves

		 		 	 Title:
	 	 Regional Vice President



  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 













 
			
	 BRANCH BANKING AND TRUST COMPANY

		
	 By:
	 	 /s/ Trevor H. Williams

	 Name:
	 	 Trevor H. Williams

	 Title:
	 	 Vice President




  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 













 
			
	 PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Edward S. Borden

	 Name:
	 	 Edward S. Borden

	 Title:
	 	 SVP




  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 













 
			
	 REGIONS BANK

		
	 By:
	 	 /s/ Tom Buda

	 Name:
	 	 Tom Buda

	 Title:
	 	 Managing Director




  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 













 
			
	 WELLS FARGO BANK, N.A.

		
	 By:
	 	 /s/ Michael Sweeney

	 Name:
	 	 Michael Sweeney

	 Title:
	 	 SR Vice President




  
 American Outdoor Brands
Corporation 
 Fifth Amendment to Credit Agreement 














EXHIBIT A 
 CREDIT
AGREEMENT 
 Dated as of June 15, 2015, as amended by 

First Amendment dated as of July 6, 2016, 

Second Amendment dated as of October 16, 2016, 

Third Amendment dated as of January 9, 2017 and 

2017,
 
 Fourth Amendment dated as of February 28, 2018
and
 

Fif
th
Amendm
ent
 dat
ed

as
 of
Nov
em
be
r
22, 2019 

Among 
 SMITH & 
WESSON
 
HOLDIN
GAMERICAN OUTDOOR BRANDS CORPORATION
 

(f/k/a
Smith
 &

We
sson
Holding

Co
rpo
ration
),
 

AMERICAN OUTDOOR BRANDS SALES COMPANY 
 (f/k
/a

Smith
 &

We
ss
on
Co
rp.
),
 
 and 

SMITH & WESSON CORPIN
C.
 

(f/k
/a

Smith
 &

We
ss
on
Fi
rearms

In
c.
), 

as Borrowers, 
 THE SUBSIDIARIES
OF THE BORROWERS PARTY HERETO, 
 as the Guarantors, 

TD BANK, N.A., 
 as the
Administrative Agent 
 and 

The Other Lenders Party Hereto From Time to Time 

TD SECURITIES (USA) LLC, 

as Joint Lead Arranger and Joint Book Runner 

BRANCH BANKING AND TRUST COMPANY, 

as Joint Lead Arranger, Joint Book Runner and Co-Syndication Agent 

REGIONS BUSINESS CAPITAL, 

as Joint Lead Arranger and Joint Book Runner 

REGIONS BANK, 
 as
Co-Syndication Agent 
 and 

WELLS FARGO SECURITIES, LLC, 

as Joint Lead Arranger, Joint Book Runner and Co-Syndication Agent 













							
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
			
	 1.01.
	 	 Defined Terms
	  	 	1	 
	 1.02.
	 	 Other Interpretive Provisions
	  	 	3043	 
	 1.03.
	 	 Accounting Terms
	  	 	3144	 
	 1.04.
	 	 Rounding
	  	 	3245	 
	 1.05.
	 	 Zone
	  	 	3245	 
		
	ARTICLE II THE COMMITMENTS AND LOANS	  	 	3245	 
			
	 2.01.
	 	 Loans
	  	 	3245	 
	 2.02.
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	3246	 
	 2.03.
	 	 Swingline Loans
	  	 	3447	 
	 2.04.
	 	 Appointment of Borrowers’ Representative
	  	 	3549	 
	 2.05.
	 	 Prepayments
	  	 	3649	 
	 2.06.
	 	 Termination or Reduction of Commitments
	  	 	3851	 
	 2.07.
	 	 Repayment of Loans
	  	 	3852	 
	 2.08.
	 	 Interest
	  	 	3952	 
	 2.09.
	 	 Fees
	  	 	4053	 
	 2.10.
	 	 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	  	 	4054	 
	 2.11.
	 	 Evidence of Debt
	  	 	4154	 
	 2.12.
	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	4255	 
	 2.13.
	 	 Sharing of Payments by Lenders
	  	 	4457	 
	 2.14.
	 	 Increase in Commitments
	  	 	4558	 
	 2.15.
	 	 Defaulting Lenders
	  	 	4861	 
	
2.16.
	 	 Letters of Credit
	  	 	63	 
	
2.17.
	 	 Cash Collateral
	  	 	74	 
	
2.18.
	 	 Effect of Benchmark Transition
Event
	  	 	75	 
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	4976	 
			
	 3.01.
	 	 Taxes
	  	 	4976	 
	 3.02.
	 	 Illegality
	  	 	5481	 
	 3.03.
	 	 Inability to Determine Rates
	  	 	5582	 
	 3.04.
	 	 Increased Costs; Reserves on LIBOR Rate Loans
	  	 	5582	 
	 3.05.
	 	 Compensation for Losses
	  	 	5784	 


  
 i 














							
	 3.06.
	 	Mitigation Obligations; Replacement of Lenders	  	 	5885	 
	 3.07.
	 	Survival	  	 	5885	 
		
	ARTICLE IV CONDITIONS PRECEDENT TO LOANS	  	 	5885	 
			
	 4.01.
	 	Conditions of Initial Loans	  	 	5885	 
	 4.02.
	 	Conditions to all Loans	  	 	6087	 
		
	ARTICLE V REPRESENTATIONS AND WARRANTIES	  	 	6188	 
			
	 5.01.
	 	Existence, Qualification and Power	  	 	6188	 
	 5.02.
	 	Authorization; No Contravention	  	 	6188	 
	 5.03.
	 	Governmental Authorization; Other Consents	  	 	6289	 
	 5.04.
	 	Binding Effect	  	 	6289	 
	 5.05.
	 	Solvency	  	 	6289	 
	 5.06.
	 	Financial Statements; No Material Adverse Effect	  	 	6290	 
	 5.07.
	 	Litigation	  	 	6390	 
	 5.08.
	 	No Default	  	 	6390	 
	 5.09.
	 	Ownership of Property; Liens	  	 	6491	 
	 5.10.
	 	Environmental Compliance	  	 	6491	 
	 5.11.
	 	Insurance	  	 	6491	 
	 5.12.
	 	Taxes	  	 	6491	 
	 5.13.
	 	ERISA Compliance	  	 	6491	 
	 5.14.
	 	Subsidiaries; Equity Interests	  	 	6592	 
	 5.15.
	 	Margin Regulations; Investment Company Act 65; Covered Entity	  	 	92	 
	 5.16.
	 	Disclosure	  	 	6693	 
	 5.17.
	 	Compliance with Laws	  	 	6693	 
	 5.18.
	 	Taxpayer Identification Number	  	 	6693	 
	 5.19.
	 	Casualty, Etc.	  	 	6693	 
	 5.20.
	 	Intellectual Property; Licenses, Etc.	  	 	6693	 
	 5.21.
	 	OFAC	  	 	6694	 
	 5.22.
	 	Senior Credit Facility	  	 	6794	 
	
5.23.
	 	EEA Financial Institutions	  	 	94	 
	
5.24.
	 	Beneficial Ownership Certification	  	 	94	 


  
 ii 














							
	
5.25.
	 	 Security Interest in
Collateral
	  	 	94	 
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	6795	 
			
	 6.01.
	 	 Financial Statements
	  	 	6795	 
	 6.02.
	 	 Certificates; Other Information
	  	 	6896	 
	 6.03.
	 	 Notices
	  	 	7198	 
	 6.04.
	 	 Payment of Obligations
	  	 	7199	 
	 6.05.
	 	 Preservation of Existence, Etc.
	  	 	7199	 
	 6.06.
	 	 Maintenance of Properties
	  	 	7299	 
	 6.07.
	 	 Maintenance of Insurance
	  	 	72100	 
	 6.08.
	 	 Compliance with Laws
	  	 	72100	 
	 6.09.
	 	 Books and Records
	  	 	72100	 
	 6.10.
	 	 Inspection Rights
	  	 	72100	 
	 6.11.
	 	 Use of Proceeds
	  	 	72101	 
	 6.12.
	 	 Additional Subsidiary Guarantors; Foreign Subsidiaries 73; Additional Collateral
	  	 	101	 
	 6.13.
	 	 Depository Banks
	  	 	73103	 
	 6.14.
	 	 Further Assurances
	  	 	73103	 
	 6.15.
	 	 Anti-Corruption Laws
	  	 	74103	 
	 6.16.
	 	 Interest Rate Hedging
	  	 	74103	 
	
6.17.
	 	 2020 Senior Notes
	  	 	103	 
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	74103	 
			
	 7.01.
	 	 Liens
	  	 	74104	 
	 7.02.
	 	 Investments
	  	 	75105	 
	 7.03.
	 	 Indebtedness
	  	 	76106	 
	 7.04.
	 	 Fundamental Changes
	  	 	78107	 
	 7.05.
	 	 Dispositions
	  	 	78108	 
	 7.06.
	 	 Restricted Payments
	  	 	79109	 
	 7.07.
	 	 Change in Nature of Business
	  	 	80110	 
	 7.08.
	 	 Transactions with Affiliates
	  	 	80110	 
	 7.09.
	 	 Burdensome Agreements
	  	 	80110	 
	 7.10.
	 	 Use of Proceeds
	  	 	80110	 


  
 iii 














							
	 7.11.
	 	 Financial Covenants
	  	 	80110	 
	 7.12.
	 	 Sanctions
	  	 	80111	 
	 7.13.
	 	 Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting
Changes
	  	 	81111	 
	 7.14.
	 	 Prepayments, Etc. of Indebtedness
	  	 	81111	 
	 7.15.
	 	 Amendment, Etc. of Indebtedness
	  	 	81111	 
	 7.16.
	 	 Holding Company Covenant
	  	 	81112	 
	 7.17.
	 	 Sale and Leaseback Transactions
	  	 	82112	 
	 7.18.
	 	 Excluded Subsidiary Covenant
	  	 	82112	 
	 7.19.
	 	 Anti-Corruption Laws
	  	 	82112	 
	 7.20.
	 	 Senior Credit Facility
	  	 	82112	 
	
7.21.
	 	 Insurance Subsidiary
	  	 	112	 
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	82113	 
			
	 8.01.
	 	 Events of Default
	  	 	82113	 
	 8.02.
	 	 Remedies Upon Event of Default
	  	 	85115	 
	 8.03.
	 	 Application of Funds
	  	 	85116	 
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	86117	 
			
	 9.01.
	 	 Appointment and Authority
	  	 	86117	 
	 9.02.
	 	 Rights as a Lender
	  	 	86118	 
	 9.03.
	 	 Exculpatory Provisions
	  	 	87118	 
	 9.04.
	 	 Reliance by Administrative Agent
	  	 	88119	 
	 9.05.
	 	 Delegation of Duties
	  	 	88120	 
	 9.06.
	 	 Resignation of Administrative Agent
	  	 	89120	 
	 9.07.
	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	90122	 
	 9.08.
	 	 No Other Duties, Etc.
	  	 	90122	 
	 9.09.
	 	 Administrative Agent May File Proofs of Claim
	  	 	90122	 
	 9.10.
	 	 Guaranty Matters
	  	 	91123	 
	
9.11.
	 	 Certain ERISA Matters
	  	 	124	 
	
9.12.
	 	 Collateral Matters
	  	 	125	 
	
9.13.
	 	 Bank Product Agreements and Swap
Contracts
	  	 	126	 


  
 iv 














							
	 ARTICLE X
	 	 MISCELLANEOUS
	  	 	91126	 
			
	 10.01.
	 	 Amendments, Etc.
	  	 	91126	 
	 10.02.
	 	 Notices; Effectiveness; Electronic Communication
	  	 	94129	 
	 10.03.
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	96131	 
	 10.04.
	 	 Expenses; Indemnity; Damage Waiver
	  	 	97132	 
	 10.05.
	 	 Payments Set Aside
	  	 	99134	 
	 10.06.
	 	 Successors and Assigns
	  	 	99135	 
	 10.07.
	 	 Treatment of Certain Information; Confidentiality
	  	 	104140	 
	 10.08.
	 	 Right of Setoff
	  	 	105141	 
	 10.09.
	 	 Interest Rate Limitation
	  	 	106142	 
	 10.10.
	 	 Counterparts; Integration; Effectiveness
	  	 	106142	 
	 10.11.
	 	 Survival of Representations and Warranties
	  	 	107142	 
	 10.12.
	 	 Severability
	  	 	107143	 
	 10.13.
	 	 Replacement of Lenders
	  	 	107143	 
	 10.14.
	 	 Governing Law; Jurisdiction; Etc.
	  	 	108144	 
	 10.15.
	 	 Waiver of Jury Trial
	  	 	109145	 
	 10.16.
	 	 No Advisory or Fiduciary Responsibility
	  	 	109145	 
	 10.17.
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	110146	 
	 10.18.
	 	 USA PATRIOT Act
	  	 	110146	 
	 10.19.
	 	 Joint and several Obligations
	  	 	111146	 
	 10.20.
	 	 Subordination
	  	 	112147	 
	
10.21.
	 	 Acknowledgement and Consent to Bail-In of
EEA Financial Institutions
	  	 	148	 
	
10.22.
	 	 Acknowledgment Regarding Any Supported
QFCs
	  	 	148	 
			
	 ARTICLE XI
	 	 CONTINUING GUARANTY
	  	 	112149	 
			
	 11.01.
	 	 Guaranty
	  	 	112149	 
	 11.02.
	 	 Rights of Lenders and Affiliate Counterparties
	  	 	112150	 
	 11.03.
	 	 Certain Waivers
	  	 	113150	 
	 11.04.
	 	 Obligations Independent
	  	 	113151	 
	 11.05.
	 	 Subrogation
	  	 	113151	 
	 11.06.
	 	 Termination; Reinstatement
	  	 	113151	 


  
 v 














							
	 11.07.
	 	 Stay of Acceleration
	  	 	114151	 
	 11.08.
	 	 Condition of Borrowers
	  	 	114151	 
	 11.09.
	 	 Appointment of Borrower Representative
	  	 	114152	 
	 11.10.
	 	 Right of Contribution
	  	 	114152	 
	 11.11.
	 	 Keepwell
	  	 	114152	 
	 11.12.
	 	 Eligible Contract Participant Status
	  	 	115152	 


  
 vi 














							
	SIGNATURES	  	 	S-1	 
		
	 SCHEDULES
	  			
			
	 1.01
	 	 Excluded Subsidiaries
	  			
			
	 2.01
	 	 Commitments and Applicable Percentages
	  			
			
	 5.06
	 	 Certain Material Indebtedness
	  			
			
	 5.07
	 	 Litigation
	  			
			
	 5.10
	 	 Environmental Matters
	  			
			
	 5.13
	 	 Pension Matters
	  			
			
	 5.14
	 	 Subsidiaries; Other Equity Investments
	  			
			
	 5.21
	 	 Anti-Corruption Laws
	  			
			
	 7.01
	 	 Existing Liens
	  			
			
	 7.02
	 	 Existing Investments
	  			
			
	 7.03
	 	 Existing Indebtedness
	  			
			
	 7.17
	 	 Sale Leaseback
	  			
			
	 10.02
	 	 Administrative Agent’s Office; Certain Addresses for Notices
	  			
		
	 EXHIBITS
	  			
		
	 Form of
	  			
			
	 A
	 	 Loan Notice
	  			
			
	 B
	 	
[Reserved]Security Principles

	  			
			
	 C-1
	 	 Revolving Note
	  			
			
	 C-2
	 	 Term Note
	  			
			
	 D
	 	 Compliance Certificate
	  			
			
	 E-1
	 	 Assignment and Assumption
	  			
			
	 E-2
	 	 Administrative Questionnaire
	  			


  
 i 














							
			
	 F
	 	 Joinder Agreement
	  			
			
	 G
	 	 Solvency Certificate
	  			
			
	 H
	 	 Notice of Loan Prepayment
	  			
			
	 I
	 	 [Reserved]
	  			
			
	 K 1-4
	 	 U.S. Tax Compliance Certificates
	  			


  
 ii 













 CREDIT AGREEMENT 

This    CREDIT AGREEMENT (“Agreement”)
isentered into as ofJune 15, 2015,                ,    
 among     SMITH & WESSON HOLDINGAMERI
CA
N
OUTDOOR
BR
AN
DS CORPORATION, a Nevada corporation (f/k/a

Smith
 &
We
ss
on
Holdin
g Corpo
rat
ion)
(the
“Company”), AMERI
CAN
OUT
DOOR

BR
ANDS S
AL
ES C
OM
PA
NY,
 a
Dela
wa
re

co
rp
ora
tion
(f
/k/a
Sm
ith
 &

We
ss
on
Corp.)

(“
AO
BSC
”)
,
and
 SMITH & WESSON CORPIN
C., a Delaware corporation
(f/k/a

Smi
th
 &
We
sson
Fi
rearms,

In
c.)
 (“S&W”), and, together with the
Company
and

AO
BSC
, the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined)
from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and TD BANK,
N.A., as Administrative Agent and Swingline Lender. 
 WHEREAS, the Loan Parties (as hereinafter defined) have
requested that the Lenders and the Swingline Lender make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to
$280,000,000.350,000,000.
 
 WHEREAS, the Lenders and the Swingline Lender have agreed to
make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein. 

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree
as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below: 
 “2018 Senior Notes” means the 5.000% Senior Notes due 2018 issued by the Company. 

“2018 Senior Notes Indenture” means that certain Indenture dated as of July 15, 2014 between the Company and
The Bank of New York Mellon Trust Company, N.A. 
 “2020 Senior Notes” means the 5.000% Senior Notes due
2020 issued by the Company. 
 “2020 Senior Notes Indenture” means that certain Indenture dated as of
February 28, 2018 between the Company and The Bank of New York Mellon Trust Company, N.A. 

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the
Closing Date, by which any Borrower (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction
or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management


  
 1 













 
personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person. 

“Addition
al
 Coll
at
eral
”
ha
s
the

mea
nin
g
ass
ig
ne
d
suc
h
ter
m
in
 Exhibit
 B
here
to. 

“
Adjusted Consolidated Funded Indebtedness” means,
(i)
 on any date of determination pr
ior
to
the
Spin
-O
ff

Ef
fec
tive
Da
te
, an amount equal to (x) Consolidated Funded Indebtedness less (y) cash and cash equivalents of the Loan Parties on a consolidated basis (as reflected on the most recent balance
sheet delivered by the Loan Parties to the Administrative Agent and the Lenders in accordance with Section 6.01 hereof) as of such date in excess of $25,000,000 and subject to no Liens, all as determined in accordance with
GAAP
and

(ii)
 
on
any
 date of determination from and after the Spin-Off Effective Date, an amount equal to Consolidated Funded
Indebtedness
. 
 “Adjusted Consolidated Leverage Ratio”
means, as of any date of determination, the ratio of (a) Adjusted Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended. 

“Administrative Agent” means TD Bank in its capacity as administrative agent under any of the Loan Documents,
or any successor administrative agent. 
 “Administrative Agent’s Office” means, the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit
E-2 or any other form approved by the Administrative Agent. 
 “Affected Foreign Subsidiary” means any
Foreign Subsidiary to the extent a pledge of more than 66 2/3% of the voting Equity Interests in such Foreign Subsidiary would cause a Deemed Dividend Problem. 

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

“Affiliate Counterparty” means a Person who is an Affiliate of a Lender at the time such Person entered into
any Swap Contract. 
 “Aggregate Commitments” mean the Commitments of all the Lenders. 

“Agreement” means this Credit Agreement. 

“
AO
BSC
”
ha
s
the

mea
ni
ng
as
si
gn
ed
 suc
h
term
 in

the
introduc
tor
y
pa
ra
gra
ph
 hereto.
 
 “Applicable Percentage” means (a) in
respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the eighth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Term Commitment


  
 2 













 
at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any
Revolving Lender at any time, the percentage (carried out to the eighth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in
Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans
and

the
oblig
ation

of t
he
L/C

Is
su
ers

to
ma
ke
L/C

Cre
dit
Ex
te
nsi
ons have been terminated pursuant to
Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such
Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Pledge Percentage” means (a) in the case of non-voting Equity Interests, 100% and
(b) in the case of voting Equity Interests, 100% but 65% in the case of a pledge by a Loan Party of its Equity Interests in an Affected Foreign Subsidiary. 

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Adjusted
Consolidated Leveraged Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b): 

Applicable Rate 
  

															
	 Pricing

Level
	  	 Adjusted Consolidated

Leverage Ratio
	  	Facility Fee	 	 	LIBOR Rate 
+
and

Letter
of
Cred
it
Fee
 	 	 	Base Rate +	 
	 1       
	  	
3>
2.50:1
	  	 	.375	% 	 	 	2.50	% 	 	 	1.50	% 
	 2       
	  	
3>
2.00:1 but <2.50:1
	  	 	.375	% 	 	 	2.25	% 	 	 	1.25	% 
	 3       
	  	
3>
1.50:1 but <2.00:1
	  	 	.25	% 	 	 	2.00	% 	 	 	1.00	% 
	 4       
	  	
3>
1.00:1 but <1.50:1
	  	 	.25	% 	 	 	1.75	% 	 	 	.75	% 
	 5       
	  	 <1.00:1
	  	 	.20	% 	 	 	1.50	% 	 	 	.50	% 

 Any increase or decrease in the Applicable Rate resulting from a change in the Adjusted
Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through the delivery of the first Compliance Certificate pursuant to
Section 6.02(b) shall be determined based upon Pricing Level 3. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply. 

  
 3 













 Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). The Applicable Rate set forth above shall be increased as, and to the extent, required by
Section 2.14(c). 
 “Applicable Revolving Percentage” means with respect to any
Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time. 

“Appropriate
Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time and (b,
(b)
 wi
th

resp
ec
t
to
the
Le
tte
r
of C
redit

Sublim
it,

(i)
 the

L/C

Is
su
er
s
and

(ii)
 if

an
y
Le
tters
 of
Cre
dit
ha
ve

be
en

is
su
ed

pursua
nt
to
Sec
tion
 
2.16,

the
Re
vol
vin
g
Le
nd
er
s
and

(c
) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to
Section 2.03(a), the Revolving Lenders. 
 “Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arrangers” means TD Securities (USA) LLC, Branch Banking and Trust Company, Regions Business Capital and
Wells Fargo Securities, LLC, each in its capacity as a joint lead arranger and joint bookrunner. 
 “Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its
Subsidiaries for the fiscal year ended April 30, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

 “Availability Period” means in
resp
ect

of
the
Re
vol
ving
Fac
il
it
y,
 the period from and including the Closing Date to the
earliest of (ai) the Maturity Date for the Revolving Facility, (bii) the date of termination of the Revolving FacilityCom
mitme
nts pursuant to
Section 2.06, and
(cii
i) the date of termination of the Commitment of each
Revolving Lender to make Revolving Loans and
of
the

obli
ga
ti
on
of
the

L/C

Is
su
ers
 to
 make

L/C C
redit
 Extensions
 pursuant to Section 8.02. 

  
 4 














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

“Bail-In
 Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule. 
 “Bank Product” means any service or facility extended to any Loan Party by a Bank Product Provider including:
(a) credit cards, (b) debit cards, (c) purchase cards, (d) credit card, debit card and purchase card processing services, (e) treasury, cash management or related services (including the Automated Clearing House processing
of electronic funds transfers through the direct Federal Reserve FedLine system), (f) cash management, including controlled disbursement, accounts or services, (g) return items, netting, overdraft and interstate depositary network services,
(h) Swap Contracts or (i) foreign exchange contracts. 

“Bank
 Product Agreement” means those agreements entered into from time to time by any Loan Party or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products, including, without limitation, any Cash
Management Agreements. 
 “Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and
expenses owing by any Loan Party to a Bank Product Provider pursuant to or evidenced by the Bank Product Agreements 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 such amounts that any Loan Party is obligated to reimburse to a Bank Product Provider as a result of such Person purchasing participations or executing indemnities or reimbursement obligations with
respect to the Bank Products provided to any Loan Party pursuant to the Bank Product Agreements. 

“Bank
 Product Provider” means (a) TD Bank or any of its Affiliates or (b) any Lender or any Affiliate of any Lender that provides any Bank Products to any Loan Party. 

“
Base Rate” means, at any time, a fluctuating rate per annum equal to the higher of (a) the rate published from time to time by The Wall Street Journal as the U.S. Prime
Rate (if such U.S. Prime Rate is expressed as a range, then the top of such range will be used) or, in the event The Wall Street Journal ceases publication of such U.S. Prime Rate, the base, reference or other rate then designated by the
Administrative Agent, in its sole discretion, for general commercial loan reference purposes; (b) the sum of (i) the Federal Funds Rate plus (ii) one-half of one percent (1/2%); or (c) the sum of (i) the LIBOR Rate for an
Interest Period of one month at approximately 11:00 a.m. London time on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus (ii) one percent (1.0%). It is acknowledged by the parties to this
Agreement that the Base Rate is a reference rate, not necessarily the lowest rate of interest charged, which serves as the basis upon which effective interest rates are calculated for loans making reference thereto. The effective interest rate for
the Base Rate Loans will change on the date of each change in the U.S. Prime Rate (as published in The Wall Street Journal, as aforesaid) or, if such U.S. Prime Rate is not so published, on the date of each change in the rate designated by
the Administrative Agent as provided above. 

  
 5 













 “Base Rate Loan” means a Revolving Loan or a Term Loan that
bears interest based on the Base Rate. 

“Benchmark
 Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a
replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then- prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated
syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this
Agreement. 
 “Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark
Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrowers giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement
by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable
Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time. 

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

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

	 	(1)	 in the case of clause
(1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR
permanently or indefinitely ceases to provide LIBOR; or 


  

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



  
 6 














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

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


  

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


  

	 	(3)	 a public statement or
publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative. 



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

“Benchmark
 Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period
(x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with the Section titled “Effect of Benchmark Transition
Event” and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to the Section titled “Effect of Benchmark Transition
Event.” 
 “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the
Beneficial Ownership Regulation. 
 “B
en
efi
ci
al

Own
ersh
ip
 Re
gu
la
tion
”
mea
ns 31
C.
F.
R.
 § 1010.230.
 

  
 7 














“
Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Borrower Representative” has the meaning specified in Section 2.04. 

“Borrowing” means, a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may
require. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, and if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Dollars, any
fundings, disbursements, settlements and payments in Dollars in respect of any such LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such LIBOR Rate Loan, means any such day that is
also a London Banking Day. 
 “Capital Expenditures” means, for the Company and its Subsidiaries, on a
consolidated basis, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a balance sheet of such Person prepared in accordance
with GAAP. 

“Captive
 Insurance Subsidiary” means a wholly-owned Subsidiary of the Company to be formed in connection with any captive insurance program of the Company and/or its Subsidiaries that is designated as a Captive Insurance Subsidiary from time to time by
the Company hereunder and is approved by the Administrative Agent. 

“Cash
 Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as Collateral for L/C Obligations or obligations of the Revolving Lenders to fund
participations in respect of L/C Obligations (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the
applicable L/C Issuers, and/or (c) if the Administrative Agent and the applicable L/C Issuers shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory
to the Administrative Agent and such L/C Issuer. 
 “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash
Collateral and other credit support. 
 “Cash Management
Agreements” means, collectively, one or more agreements entered into from time to time by TD Bank with any Loan Party and/or the Borrower Representative relating to cash management services regarding one or more of deposit accounts of the
Loan Parties, as such agreement(s) may be amended, restated or modified from time to time. 

  
 8 













 “Change in Law” means the occurrence, after the Closing
Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as
in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of any Borrower; (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of any Borrower by Persons who were neither (i) nominated or approved by the board of directors of such Borrower nor (ii) appointed by directors so nominated or approved; (c) the
acquisition of direct or indirect Control of any Borrower by any Person or group; (d) the Company shall cease to own, directly or indirectly, free and clear of all Liens or other encumbrances, at least 100% of the outstanding Equity Interests
of any Subsidiary except as may result from any merger, consolidation or other reorganization permitted under this Agreement; or (e) the occurrence of any “Change of Control” under and as defined in a Permitted Notes Indenture.
For the avoidance of doubt, the parties agree that the Outdoor Products Group Spin-Off shall not be deemed a
Change of Control. 
 “Closing Date” means the
first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01. 

“Code” means the Internal Revenue Code of 1986. 

“Collateral”
 means any and all property owned, leased or operated by a Person covered by the Collateral Documents, including, without limitation the Additional Collateral, and any and all other property of any Loan Party, now existing or hereafter acquired,
that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent, to secure the Obligations. 

“Collateral
 Access Agreement” means any landlord waiver or other similar agreement between the Administrative Agent and any third party (including any bailee or consignee) in possession of Collateral or any landlord of any Borrower for any leased premises
where Collateral with a fair market value in excess of $10,000,000 is located, as any such waiver or similar agreement may be amended, restated or otherwise modified from time to time. 

“Collateral
 Documents” means, collectively, the Security Agreement, each Deposit Account Control Agreement and any other documents now or hereafter executed and delivered to 

  
 9 













 
the Administrative Agent for the benefit of the Secured Parties
granting a Lien upon the Collateral as security for payment of the Obligations, as the same may be amended, restated or otherwise modified from time to time. 

“Commitment” means a Term Commitment or a Revolving Commitment, as the context may require. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from
time to time, and any successor statute. 
 “Company” has the meaning specified in the introductory
paragraph hereto. “Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

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

“Consolidated EBITDA”
means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining Consolidated Net
Income for such period, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense (with a deduction in case of income tax benefit) for such period, (iii) all amounts attributable to depreciation and
amortization expense for such period, (iv) any extraordinary charges for such period, (v) any non-cash charges for such period related to stock options and restricted stock granting, and (vi(vi)
rea
son
able

and

doc
ume
nte
d
fees

and

ex
pe
nses
inc
ur
re
d
in
con
nec
tion

with the
Fi
fth

Am
end
me
nt,
(v
ii)
 
reason
able

and

doc
um
ented

fee
s
and

ex
pe
nse
s
in
cu
rred

in
connection
with
the
Outdoor
Pr
oduc
ts

Gr
oup
Spin
-Off,

and

(v
iii
) any other nonrecurring non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period),
minus (b) without duplication and to the extent included in Consolidated Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated on a consolidated basis in accordance with GAAP.

 Consolidated EBITDA shall be calculated on a pro forma basis to give effect to Permitted Acquisitions (but not
Permitted Business Acquisitions) and Dispositions consummated at any time on or after the first day of the relevant period as if each Permitted Acquisition had been effected on the first day of such period and as if each such Dispositions had been
consummated on the day prior to the first day of such period,; provided, that such calculation of Consolidated EBITDA shall be subject to the Administrative Agent’s prior written approval of the pro forma calculations.; provided, further, that for the purposes of determining Consolidated EBITDA for any period that includes any fiscal quarter
ended prior to the consummation of the Outdoor Products Group Spin- Off, Consolidated EBITDA for such quarter and the components thereof shall be determined utilizing accounting principles and policies in conformity with those used to prepare the
financial statements of the Company previously submitted to the Administrative Agent in accordance with Section 6.01. 

  
 10 













 “Consolidated Fixed Charge Coverage Ratio” means, as of any
date of determination, the ratio of (a) Consolidated EBITDA, plus Consolidated Rental Expense, minus the unfinanced portion of Capital Expenditures, minus cash taxes paid, minus dividends and distributions paid in
cash, to (b) Consolidated Fixed Charges. 
 “Consolidated Fixed Charges” means, for any period, for
the Company and its Subsidiaries on a consolidated basis, the sum of (a) cash Consolidated Interest Expense for such period, plus (b) Consolidated Rental Expense paid during such period, plus (c) scheduled principal
payments on Indebtedness made during such period, plus (d) payments on capital leases made during such period, all calculated on a consolidated basis in accordance with GAAP. 

“Consolidated Funded
Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of the aggregate principal amount of all Indebtedness
at such date (including, without limitation, the Swap Termination Value under any Swap Contract at such date, but excluding undrawn amount of letters of credit, foreign exchange obligations and cash management obligationsBank
Produ
ct

Obliga
tions), determined on a consolidated basis in
accordance with GAAP; provided, however, for purposes of calculating the financial covenants, any Guarantee and Off-Balance Sheet Liability shall be deemed to be fully
funded. In the case of any Guarantee, the amount deemed fully funded shall be the greater of (x) the amount then due on the Guarantee, or (y) the maximum principal amount of the indebtedness then subject to such Guarantee. In the case of
any Off-Balance Sheet Liability, the amount deemed fully funded shall be the amount that would be due if such Off-Balance Sheet Liability was due on the date of determination. 

“Consolidated Interest
ChargesExp
ens
e” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in
connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under capital
leases that is treated as interest in accordance with
GAAP.;
 provided, that for the purposes of determining Consolidated Interest Expense for any period that includes any fiscal
quarter ended prior to the consummation of the Outdoor Products Group Spin-Off, Consolidated Interest Expense for such quarter shall be determined utilizing accounting principles and policies in conformity
with those used to prepare the financial statements of the Company previously submitted to the Administrative Agent in accordance with Section 6.01. 

“Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated
basis, the net income of the Company and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period, all calculated on a consolidated basis in accordance with GAAP. 

“Consolidated Rental Expense” means, as of any date of determination, all obligations in respect of fixed,
base and contingent rent paid or due by the Company or any of its Subsidiaries, on a consolidated basis, during such period under any rental agreements or leases of real or personal property (other than obligations in respect of capital leases).;
pr
ovi
de
d,
tha
t
fo
r the
purposes

of
de
ter
minin
g
Conso
lid
at
ed

Re
ntal
Exp
ense

for

an
y
per
iod
tha
t
inc
lude
s
an
y
fis
cal
 

  
 11 













 
quarter ended prior to the consummation of the Outdoor Products
Group Spin-Off, Consolidated Rental Expense for such quarter shall be determined utilizing accounting principles and policies in conformity with those used to prepare the financial statements of the Company previously submitted to the Administrative
Agent in accordance with Section 6.01. 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of
any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

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

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

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any
notice, the passage of time, or both, would be an Event of Default. 
 “Default Rate” means an interest
rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a LIBOR Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum. 

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower Representative in writing that such
failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to the Administrative Agent, any
 L/C

Is
su
er,
 the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in
Le
tte
rs

of
Cre
dit Swingline Loans) within two Business Days of the
date when due, (b) has notified the Borrower Representative, any

L/C

Is
su
er,
 the Swingline Lender and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such
writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s 

  
 12 













 
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot
be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Representative, to confirm in writing to the Administrative Agent and the Borrower Representative that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower Representative), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance
Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) b
ecome
 the
subje
ct

of
a
Ba
il-
In

Ac
tion; provided that
a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative
Agent to the Borrower Representative, each
L/C

Issu
er
, the Swingline Lender and each other Lender promptly
following such determination. 

“Deposit
 Account Control Agreement” means any agreement, in form and substance satisfactory to the Administrative Agent, providing (i) that all items received or deposited in a deposit account on behalf of any Loan Party are pledged to the
Administrative Agent, and that the bank in which such deposit account is maintained will comply with instructions originated by the Administrative Agent directing disposition of the funds in such deposit account without further consent by such Loan
Party, and (ii) such other substantially similar terms and conditions to which the Administrative Agent in its sole discretion may consent in writing.  

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition
(including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith,
but excluding any Involuntary Disposition. 
 “Dollar” and “$” mean lawful money of the
United States. 
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any
political subdivision of the United States. 

“EEA
 Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country
which is a parent of an institution described 

  
 13 













 
in clause (a) of this definition, or (c) any financial
institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“
EE
A
Me
mb
er

Count
ry
”
mea
ns
an
y
of
the
me
mb
er

st
ates

of
the
Eur
op
ean
 Union,
Ice
la
nd, Li
ec
ht
ens
te
in,
and
 Nor
wa
y.
 
 “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“
Ea
rl
y
Opt-in Ele
ct
ion
”
mea
ns
the

occ
urre
nc
e
of
: 

 

	 	(1)	 (i) a determination by the
Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrowers) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such
time, or that include language similar to that contained in this Section titled “Effect of Benchmark Transition Event,” are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR,
and 


  

	 	(2)	 (i) the election by the
Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the
Lenders or by the Required Lenders of written notice of such election to the Administrative Agent. 



“
Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06 (subject to such consents, if any, as may be required
under Section 10.06(b)(iii)). 
 “Environmental Laws” means any and all
Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of
the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

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

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights 

  
 14 













 
for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. 

“ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the
Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of
the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan;
(f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an
at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate. 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to time. 

“
Event of Default” has the meaning specified in Section 8.01. 

“Excluded Subsidiary” means
(a) each Subsidiary of a Borrower listed on Schedule 1.01 and1.01, (b) any 501(c)(3) organization Controlled by a Loan Party or under
common Control with a Loan Party,
(c
)
 so long as at the date of its organization, (i) no Default exists or would result therefrom and
(ii) it could not reasonably be expected to comply with applicable Laws if it was a party to the Guaranty, the Captive Insurance Subsidiary and (d) so long as the Spin-Off Effective Date occurs within 120 days of its orga
niz
at
ion,

Sp
in
-O
ff

Pa
re
nt; provided that no
Subsidiary that Guarantees any Permitted Notes or other Indebtedness of a Loan Party shall be deemed to be an Excluded Subsidiary at any time any such Guarantee is in effect. 

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent
that, all or a portion of the Guaranty of such Loan Party of, or the grant by 

  
 15 













 
such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act
(determined after giving effect to Section 11.11 and any other “keepwell, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other
Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract,
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to
be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized
under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the
case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to
the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

 “Existing Credit Agreement” means that certain Credit Agreement dated as of August 15, 2013, as amended,
among the Loan Parties, as borrowers, TD Bank, as agent, and a syndicate of lenders. 
 “Facility” means
the Term Facility or the Revolving Facility, as the context may require. 
 “Facility Termination Date”
means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated 
and, (b) all Obligations have
been paid in full (other than contingent indemnification obligations) and

(c
)
 
all

Le
tte
rs

of
Cr
ed
it

have
 terminat
ed
 or
ex
pire
d
(oth
er
 than

Le
tter
s of
Cr
ed
it

as

to
which
 other
 arran
ge
me
nts
with
resp
ect

there
to
satisfac
tor
y
to
th
e
Admini
st
rat
ive

Age
nt
and

the
appli
cable

L/C

Is
su
ers

sha
ll
ha
ve
bee
n
ma
de
). 
 “FASB ASC” means the Accounting Standards
Codification of the Financial Accounting Standards Board. 

  
 16 













 “FATCA” means Sections 1471 through 1474 of the Code, as of
the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into
pursuant to Section 1471(b)(1) of the Code. 
 “Federal Funds Rate” means, for any day, the rate per
annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to TD Bank on
such day on such transactions as determined by the Administrative Agent. 
 “Fe
dera
l
Re
ser
ve

Ba
nk
of

Ne
w
Yor
k’
s
We
bsi
te
”
mea
ns
the
we
bsi
te
of
the
Fe
de
ral

Re
ser
ve

Ba
nk
of
Ne
w
Yor
k
at

htt
p:/
/ww
w.ne
wy
or
kf
ed.o
rg
,
or
any

suc
ce
ssor
sour
ce.
 
 “First Amendment” means that certain First Amendment to
Credit Agreement dated as of July 6, 2016, among the Borrowers par
ty
 there
to, the Guarantors party thereto, the Lenders party
thereto and Administrative Agent. 
 “First Amendment Effective Date” means July 6, 2016. 

“First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the
Loan Parties directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests. 

“
Fi
fth
 Amend
me
nt”

me
ans
 that
 certain

Fi
fth
 Amendm
ent
 to
Cre
dit
Agree
me
nt
da
te
d
as
 of
 the
Fi
fth

Ame
ndme
nt
Effec
tive
Date

amo
ng

th
e
Bo
rro
wer
s
par
ty
 there
to,
the
Gu
aranto
rs

pa
rt
y
thereto,
 the

Le
nd
ers
 par
ty
the
re
to
and
 Ad
minis
tr
at
ive

Age
nt. 

“
Fi
fth
 Amendm
ent
 Eff
ec
tive
Da
te
”
me
ans
 Novem
be
r
22, 2019. 

“Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender
that is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Obligor” means a Loan Party that is a Foreign Subsidiary. 

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the
United States, a State thereof or the District of Columbia. 
 “Foreign Subsidiary Holdco” means any direct
or indirect Domestic Subsidiary of a Loan Party that does not engage in any material direct operations and substantially all of the assets of 

  
 17 













 
which (either directly or indirectly) consists of (a) Equity Interests in one or more Foreign Subsidiaries or (b) Indebtedness owed to or by one or more Foreign Subsidiaries. 

“Form
 10” means the Form 10 to be filed by Spin-Off Parent with the SEC relating to the Outdoor Products Group Spin-Off and any amendments thereto. 

“Fourth
 Amendment” means that certain Fourth Amendment to Credit Agreement dated as of the Fourth Amendment Effective Date, among the Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and Administrative Agent. 

“
Fou
rth
 Ame
ndme
nt
Ef
fec
tive
Da
te
”
mea
ns
Febr
ua
ry

28, 2018. 

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

“Fronting
 Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which
such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof. 

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or
liquidity or level of income or cash flow of 

  
 18 













 
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or
other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guaranteed Obligations” has the meaning set forth in Section 11.01. 

“Guarantors” means, collectively, (a) with respect to the Obligations other than the Swap Obligations,
the Subsidiaries of the Borrowers (other than any Excluded Subsidiary or
an
y
Fo
re
ig
n Subs
idi
ar
y
Holdco
) and (b) with respect to the Swap Obligations, the Company and the Subsidiaries of the Company (other than
S&W andAOB
SC,

SW
I,
 any Excluded Subsidiary and

an
y
Fo
rei
gn

Subs
idi
ar
y
Holdco
), in each case as are or may from time to time become parties to this Agreement pursuant to Section 6.12. 

“Guaranty” means, collectively, the Guarantee made by the Guarantors under Article XI in favor of the
Administrative Agent, for the benefit of the Lenders and any Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations, together with each other guaranty delivered pursuant to Section 6.12. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law. 
 “Immaterial Subsidiary” means a Foreign Subsidiary that
(a) has aggregate assets of less than $10,000,000 and (b) has no direct or indirect Subsidiaries with aggregate assets for all such Subsidiaries of more than $10,000,000. 

“Increase Effective Date” has the meaning assigned to such term in Section 2.14(a).

 “Increase Joinder” has the meaning assigned to such term in Section 2.14(c).

 “Incremental Commitments” means Incremental Revolving Commitments and/or the Incremental Term
Commitments. 
 “Incremental Revolving Commitment” has the meaning assigned to such term in Section
2.14(a). 

  
 19 













 “Incremental Term Commitments” has the meaning assigned to
such term in Section 2.14(a). 
 “Incremental Term Loan Maturity Date” has the meaning assigned to
such term in Section 2.14(c). 
 “Incremental Term Loans” means any loans made
pursuant to any Incremental Term Commitments. 
 “Indebtedness” means, as to any Person at a particular
time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments; 
 (b) all direct or contingent obligations
of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

(c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade
accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created); 

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) capital leases, Synthetic Lease Obligations and other Off-Balance Sheet Liabilities; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and 

(h) all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of
any net obligation under any Swap Contract on any date shall be deemed to 

  
 20 













 
be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness
in respect thereof as of such date. 
 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Insufficiency” has the meaning specified in Section 2.03. 

“Intercompany Debt” means unsecured Indebtedness of a Subsidiary of a Borrower owed to a Borrower or a
wholly-owned Subsidiary of a Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes, (ii) be on terms (including subordination terms) acceptable to the Administrative
Agent and (iii) be otherwise permitted under the provisions of Section 7.03. 
 “Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however,
that if any Interest Period for a LIBOR Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or
Swingline Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swingline Loans being made under the Revolving Facility for purposes of this definition).

 “Interest Period” means as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate
Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Company in its Loan Notice; provided that: 

 

	 	(i)	 any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the
next succeeding Business Day unless, in the case of a LIBOR Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 



 

	 	(ii)	 any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 



 

	 	(iii)	 no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.




  
 21 













 “Investment” means, as to any Person, any direct or
indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitutes all or substantially all of the assets of such Person or of a division,
line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such
Investment. 
 “Involuntary Dispositions” means any involuntary loss of, damage to or destruction of, or
any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary. 
 “IP
Rights” has the meaning specified in Section 5.20. 
 “IRS” means the United States
Internal Revenue Service. 

“
ISP
”
mea
ns
the
Int
erna
tiona
l
St
and
by

Prac
ti
ce
s,
Int
ern
ation
al

Ch
amb
er

of
Comm
erce

Publ
ica
ti
on
No. 590
 (or

suc
h
la
te
r
ve
rs
ion
 thereo
f
as
 may

be

in
ef
fect

at
 the
app
li
cable

ti
me)
. 

“
Iss
ue
r
Doc
ume
nts
” m
ea
ns
with
re
spec
t
to
an
y
Le
tte
r
of Cr
edit,

an
y
Le
tte
r
of
Cre
dit
Applica
tion,
and

an
y
othe
r
doc
ume
nt
,
ag
ree
me
nt
and

inst
rum
ent

ent
ered

into
by
 an
y
L/
C
Is
su
er

and

a
Bo
rro
we
r
(o
r
an
y
Subs
idi
ar
y)

or
in
favor

of

suc
h
L/C

Is
su
er

and

rel
ating
 to
suc
h
Le
tt
er

of
Cr
edit.
 
 “Joinder Agreement” means a joinder
agreement substantially in the form of Exhibit F executed and delivered in accordance with the provisions of Section 6.12. 

“Latest Maturity Date” means the latest of the Maturity Date for the Revolving Facility, the Maturity Date
for the Term Facility and any Incremental Term Loan Maturity Date applicable to existing Incremental Term Loans, as of any date of determination. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“
L/C

Adva
nc
e”

mea
ns,
with
re
spe
ct

to
eac
h R
ev
olving
Le
nd
er,

su
ch

Len
der
’s

funding

of
its
parti
cip
ation
 in
an
y
L/
C
Bo
rrowi
ng

in
acc
or
da
nc
e
wit
h its
Applica
bl
e
Revolving

Per
ce
nta
ge
. 

  
 22 














“
L/C

Bo
rro
wing”

mea
ns
an

ex
te
nsion
of
cred
it

re
su
lting
 from

a
dr
awi
ng
 und
er

an
y
Le
tt
er
 of Cre
dit
whi
ch

ha
s
not
bee
n
reimburs
ed

on
the

da
te
whe
n
ma
de
 or
ref
in
an
ced

as

a
Re
volvin
g
Bo
rro
wing
. 

“
L/C

Commi
tm
en
t”

mea
ns,
with
res
pec
t
to
ea
ch

L/
C
Is
su
er,

the
co
mmitm
ent

of
suc
h
L/C
 Iss
ue
r
to
iss
ue
Le
tter
s
of

Cre
di
t
he
re
under
.
The

agg
re
ga
te

amount

of
all

L/C

Is
su
er
’s

Le
tt
er

of
Cr
edit
 Com
mitm
ents
 is
 $25,000,000.
 
 “L
/C
Cre
dit
Ex
te
nsi
on”

mea
ns,
with
resp
ect

to
any

Le
tt
er

of
Cre
dit
,
the
iss
ua
nc
e
th
er
eof

or

ex
te
nsi
on
of
the e
xp
iry

da
te

there
of
,
or
the
inc
rea
se

of
the

amount
the
re
of
. 

“
L/C

Iss
uer
”
mea
ns,
with
resp
ect

to

a
par
ti
cu
la
r
Le
tt
er

of
Cr
edi
t,

the
appl
ic
ab
le

Le
nd
er

in
its
cap
aci
ty

as
 is
su
er

of

suc
h
Le
tte
r
of
Cre
dit, or
an
y
suc
ces
sor

iss
ue
r
ther
eo
f.
 
 “L
/C
Obliga
tions”

mea
ns
,
as

at

an
y
da
te
of
de
ter
min
ation,

the
ag
gr
eg
ate

amount

av
ail
able

to
be
drawn

unde
r
all

outst
anding

Le
tt
ers

of
Cre
dit
plus
the
 ag
gr
eg
at
e
of
all

Unre
imbu
rs
ed

Amounts
(in
clud
ing

all

L/C

Bo
rr
owin
gs).

For

all

pur
poses
of
this
Ag
ree
me
nt,
if
on
an
y
dat
e
of
de
ter
mi
na
ti
on
a
Le
tt
er

of

Cre
dit
ha
s
ex
pi
red

by

its
ter
ms
but
an
y
amou
nt

ma
y
sti
ll

be
dra
wn
there
unde
r
by

reason

of
the

opera
tion
of
Rule
3.14
of
the
ISP
,
suc
h
Le
tte
r
of
Cre
dit
sha
ll
be
dee
me
d
to
be
“outs
ta
nding”

in
 the
amount so
rem
aini
ng

av
ai
la
ble
to
be
dr
awn.
 
 “Lender” has the meaning specified in the
introductory paragraph hereto, and unless the context requires otherwise, the Swingline Lender. 
 “Lender
Parties” means the Administrative Agent and each of the Lenders. 
 “Lending Office” means, as to
any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent. 

“
Le
tt
er

of
Cr
edi
t”

mea
ns
an
y
sta
nd
by

le
tte
r
of
cred
it
is
su
ed
 hereund
er.
 
 “L
et
te
r
of
Cre
dit
Applica
tion
”
mea
ns
an

app
li
ca
tion
and

ag
re
em
ent

for

the
issua
nc
e
or
am
endm
ent

of
a
Le
tt
er

of
Cre
dit
in

the
fo
rm

from

time
to
ti
me
in
use
by

the

appl
ica
ble
L/C

Is
su
er.
 
 “L
et
te
r
of
Cre
dit
Ex
pi
rat
ion

Da
te
”
mea
ns
the

da
y
th
at

is
se
ve
n
(7)
 d
ay
s
pr
ior
to
the
Ma
tur
it
y
Da
te
the
n
in

effe
ct

for

the

Re
volving
Fac
ilit
y
(or
,
if
suc
h
da
y
is
not
a
Bus
in
ess

Da
y,

the
ne
xt

prece
din
g
Bus
in
ess

Da
y)
. 

“
Le
tt
er

of
Cr
edit

Fe
e”

ha
s
the

mea
ni
ng
sp
eci
fi
ed
 in
 Sec
tion
 2.16
(m
).
 
 “L
et
te
r
of
 C
red
it
 R
epo
rt
”
m
eans
 a
 c
ertific
at
e
f
rom
a
n
a
ppli
cable
 L
/C
I
ss
ue
r
to
 t
he
Administ
rat
ive

Age
nt in
a
for
m
app
ro
ve
d
by

the
Ad
minis
tr
ative

Age
nt. 

“
Le
tt
er

of

Cre
dit
Sublimit
”
mea
ns,
as

of

an
y
da
te

of
de
ter
mina
tion,
an
 am
ount

equ
al

to
the
result

of
the
le
ss
er

of

(a)

$25,000,000
and
 (b)
 the

Re
volving
Fac
il
it
y.
 

  
 23 













 “Lien” means any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“LIBOR” means, with respect to any Interest Period, the rate of interest in the applicable currency (rounded
upwards, at the Administrative Agent’s option, to the next 100th of one percent) equal to the Intercontinental Exchange Group (or any successor thereto approved by the Administrative Agent if the Intercontinental Exchange Group is no longer
making a LIBOR rate available) LIBOR (“ICE LIBOR”) for such Interest Period as published by Reuters (or such other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time
to time) at approximately 11:00 A.M. (London Time) two (2) London Banking Days prior to the first day of such Interest Period; provided, however, if more than one ICE LIBOR is so specified, the applicable rate shall be the arithmetic mean of
all such rates. If, for any reason, such rate is not available, the term LIBOR shall mean, with respect to any Interest Period, the rate of interest per annum determined by the Administrative Agent to be the average rate per annum at which deposits
in such currency, as applicable, are offered for such Interest Period by major banks in London, England at approximately 11:00 A.M. (London time) two (2) London Banking Days prior to the reset date. Notwithstanding the foregoing, LIBOR Loans
shall be deemed to constitute eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credits for proration, exceptions or offsets that may be available from time to time to any Lender. LIBOR shall be
adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage for each LIBOR Advance (including conversions, extensions and renewals), to a per annum interest rate determined pursuant to the following formula:

 LIBOR Rate    =        
LIBOR              

     1 minus LIBOR Reserve Percentage 

Provided, however, if the LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement. 
 “LIBOR Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which
is in effect from time to time under Regulation D of the Board, as such Regulation may be amended from time to time or any successor Regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency,
special or marginal reserves) applicable with respect to eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Rate
Loans is determined), whether or not any Lender has any eurocurrency liabilities subject to such reserve requirement at that time. 

“LIBOR Rate Loan” means any Loan the rate of interest applicable to which is based with LIBOR Rate. 

  
 24 













 “Loan” means an extension of credit by
a Lender to the BorrowerBo
rr
owe
rs
 under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan. 

“Loan Documents”
means
col
lec
tive
ly
, this Agreement, each Note, the Guaranty, each Col
la
tera
l
Doc
ume
nt,
ea
ch

Is
su
er

Doc
um
ent,

ea
ch
 Joinder Agreement,
and

(g
)
 
any

ag
reem
ent

creati
ng

or

pe
rfe
cting
 ri
ghts
in
 Ca
sh
Col
la
tera
l
pur
suant
to
 the
pr
ovisi
ons
of
Sec
tion
 2.14,
 and the TD Bank Fee Letter,
ea
ch

as

am
end
ed,

modif
ie
d
or
supple
me
nt
ed;

pr
ovi
de
d,
howe
ver
,
tha
t
for
 purposes

of
Sec
tion
 
10.01,

“L
oa
n
Doc
ume
nts”

sh
all

mea
n
this
Ag
reem
ent,

the
Gu
aran
ty
 and

the

Col
la
tera
l
Doc
ume
nt
s.
For

the
avoid
an
ce

of
doubt
,
the
“L
oa
n
Do
cum
ents
”
sh
all

ex
cl
ude
an
y
Sw
ap

Cont
ract
 and
 an
y
othe
r
Ba
nk
Pr
oduc
t
Ag
re
ement
. 
 “Loan Notice” means a notice of (a) a
Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit
A. 
 “Loan Parties” means, collectively, the Company, S&WBo
rro
wer
s and each Guarantor. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank Eurodollar market. 
 “Master Account” means that certain deposit account (account
number ending in 6051) of the Borrower Representative maintained with TD Bank and described in and subject to the Cash Management Agreements, and such other account(s) as the Loan Parties (or the Borrower Representative) and TD Bank may, from time
to time, designate as master account(s). 
 “Master
Letter of Credit Agreement” means that certain Master Letter of Credit Agreement, dated as of August
15, 2013, as amended, among the Company, S&WAOB
SC
 and TD Bank, N.A., as amended, restated, amended and restated or otherwise modified from time to time. 

“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the
Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c)(c)

from

and

af
te
r
Spin
-Off

Eff
ec
tive
Da
te
,
a
ma
ter
ia
l
adv
ers
e
effe
ct

on
(i)
 
a
ma
ter
ia
l
por
tion
of
the
Co
lla
tera
l
or
(i
i)
 the

effect
ive
ne
ss
of
the
Adminis
tra
tive
Age
nt’
s
Li
ens

on
the
Coll
at
eral,

ta
ke
n
as

a
whole
,
or
the
pr
ior
it
y
of

suc
h
Liens;
or
(d
) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
For

the
avo
id
an
ce

of

doubt,
the

par
tie
s
ag
re
e
that
so
long
as

the L
oa
n
Par
tie
s
ha
ve
sa
tisf
ie
d
the

Spin
-O
ff

Conditions,

the
cons
umm
at
ion

of
the
Ou
tdoor

Pr
oduc
ts
Group
 S
pin-Off
sha
ll
be
dee
me
d not
to
 be

a
Ma
te
ri
al
 Advers
e
Ef
fec
t. 

“Maturity Date” means (a) with respect to the Term Facility, the earlier of (i) June 15, 2020 or
(ii) the date that is six (6) months in advance of the earliest maturity of any Permitted Notes (other than the 2018 Senior Notes and the 2020 Senior Notes) and (b) with respect to the Revolving Facility, the earlier of
(i) October 27, 2021 or (ii) the date that is six (6) months in advance of the earliest maturity of any Permitted Notes (other than the 2018 Senior Notes and the 2020 Senior 

  
 25 













 
Notes); provided, however, that in each case, if such date is not a Business Day, the Maturity Date shall be the preceding Business Day. 

“
Mi
nimum
Col
la
tera
l
Amount
”
mea
ns,
at

an
y
ti
me
,
(a)
 with

resp
ec
t
to
Ca
sh
Coll
at
eral

cons
is
ting

of
ca
sh
or
de
pos
it

account

ba
la
nce
s,
an

amount

equ
al

to
105%
of
the
Fronti
ng

Ex
posur
e
of
all

L/C

Is
su
er
s
wit
h
re
spec
t
to
Le
tter
s
of
 Cr
ed
it
iss
ue
d
and

outst
anding
 at

suc
h
time
and

(b)
 
otherwi
se
,
an

amount

de
ter
mi
ne
d b
y
the

Admi
nist
rative

Ag
ent

and

th
e
L/C

Issu
ers

in
the
ir
reasonab
le

di
scre
tion. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to
which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

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

“Net Cash Proceeds” means the aggregate cash or cash equivalents proceeds received by any Loan Party or any
Subsidiary in respect of any Disposition or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid
or payable as a result thereof and (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Lien permitted under Section 7.01 (ranking senior to
any Lien in favor of the Administrative Agent for the benefit of itself and the other Lender Parties) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or cash equivalents
received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition or Involuntary Disposition. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that
(i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders. 

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

“Note” means a Term Note or a Revolving Note, as the context may require. 

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially
in the form of Exhibit H or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately
completed and signed by a Responsible Officer. 
 “Obligations” means (a) all advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, 

  
 26 













 
(b) any Swap Obligations owing to any Lender, Affiliate Counterparty or other Affiliate of any Lender,
(c
)
an
y
Ba
nk
Pr
oduc
t
Oblig
at
ions and (cd) all costs and expenses incurred in connection with the enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Obligations of a Loan Party shall exclude any Excluded
Swap Obligations with respect to such Loan Party. 
 “OFAC” means the Office of Foreign Assets
Control of the United States Department of the Treasury. 
 “Off-Balance Sheet Liability” of a Person means
(a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any sale and leaseback transaction which is not a capital lease
obligation, (c) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (d) any indebtedness, liability or obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases). 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating
agreement or limited liability company agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization; and
(d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization of such entity. 
 “Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having
executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan or Loan Document). 
 “Other Taxes” means all present or future stamp, court or
documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise
with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). 

  
 27 













 “Outdoor
Pr
oduc
ts

Gro
up

Spin-
Off
”
mea
ns
the
dist
ribut
ion
on
a
pro

rat
a
basis

to t
he Comp
an
y’
s
share
holde
rs

in
a
ta
x-fre
e
tr
ans
action,

on
the
ter
ms
des
cr
ibe
d
in
the

For
m 10,
of
all
 of the
issue
d
and
 outsta
nding
common
 sto
ck
 of
Spin
-O
ff

Pa
re
nt. 

“
Outdoor
Pr
oduc
ts

Gr
oup
Subs
idi
ari
es
” m
ea
ns
Spin
-O
ff

Pare
nt
,
Cr
imson
Trac
e Corpo
rat
ion,
Ba
tte
nfe
ld
Tec
hnol
og
ie
s,
In
c.,

BT
I
Tool
s,
LLC
,
Ulti
ma
te
 Su
rviv
al

Tec
hnol
og
ie
s,
 LLC
,
AO
BC

Asi
a
Con
su
ltin
g,

LL
C,

AO
B C
ons
ul
ting
(S
he
nz
he
n)
,
Co.,

Ltd.

and,

if
Batt
en
fi
eld
 Acquisition
 Co
mp
an
y
In
c.
 is not
the
Spin
-O
ff

Pa
re
nt,
Ba
tte
nf
ie
ld
 Acquis
ition
 Comp
an
y,

In
c.
 
 “Outstanding Amount” means
(a
) with respect to Term Loans, Revolving Loans and
Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowingsBo
rrowi
ng
s and prepayments or repayments of suchTer
m
L
oa
ns, Re
volvi
ng Loans and/or Swingline
Loans,
as

the
case

ma
y
be
, occurring on such date on
suc
h
da
te; and

(b)
 with

resp
ect

to
an
y
L/C

Oblig
ations

on
an
y
dat
e,

the
amount

of
suc
h
L/C

Oblig
ations

on suc
h
da
te
after

giv
in
g e
ffec
t
to
an
y
L/C

Cre
di
t
Ex
te
nsi
on
occ
urr
ing
on
su
ch

da
te

and

an
y
other
 cha
ng
es

in
the

agg
re
ga
te

amount

of
the
L/C

Obli
ga
tions
as

of
su
ch

da
te
, i
nc
ludi
ng
as

a
resu
lt

of an
y
reimbu
rsem
ents
 by

the

Bo
rr
owe
rs
 of
Unre
im
bur
se
d
Amounts
. 
 “Overnight Rate” means,
for any day, with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. 
 “Participant” has the meaning specified in
Section 10.06(d). 
 “Participant Register” has the meaning
specified in Section 10.06(d). 
 “PBGC” means the Pension
Benefit Guaranty Corporation. 
 “Pension Act” means the Pension Protection Act of 2006.

 “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required
contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in
effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or
a Multiemployer Plan) that is maintained or is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. 

“Permitted Acquisition” means any Acquisition by the Company or any Subsidiary in a
transaction that (i) is not a Permitted Business Acquisition and (ii) satisfies each of the following requirements: 

(a)    no Default shall then exist or would exist after giving effect thereto; 

  
 28 













 (b)    receipt by the Administrative
Agent of an officer’s certificate of the Borrower Representative certifying that both before and after giving effect to such Acquisition, each of the representations and warranties in the Loan Documents is true and correct (except (i) any
such representation or warranty which relates to a specified prior date and (ii) to the extent the Administrative Agent has been notified in writing by the Borrower Representative that any representation or warranty is not correct and the
Administrative Agent and Required Lenders have explicitly waived in writing compliance with such representation or warranty) and no Default or Event of Default exists, will exist, or would result therefrom; 

(c)     as soon as available, but not less than ten (10) days (or such lesser number
of days as the Administrative Agent shall approve in its sole discretion) prior to the closing date of such Acquisition, the Borrower Representative shall have provided the Administrative Agent (i) notice of such Acquisition, specifying the
purchase price and closing date, together with a general description of the acquisition target’s business and (ii) copies of all business and financial information reasonably requested by the Administrative Agent, from time to time,
including financial statements of the Loan Parties on a pro forma basis reflecting the financial impact of the Acquisition; 

(d)    the Borrower Representative shall demonstrate to the reasonable satisfaction of the
Administrative Agent that, after giving effect to Acquisition on a pro forma basis, the Adjusted Consolidated Leverage Ratio is less than 3.0:1.0 as of the most recently ended fiscal quarter for which the Company has furnished financial statements
in accordance with Section 6.01(a) or (b); 
 (e)     if such
Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a direct or indirect wholly-owned Subsidiary of the Company, and shall become a Guarantor pursuant to the terms
of this Agreement if such Subsidiary is a Domestic Subsidiary; 
 (f)     if such
Acquisition is an acquisition of assets or Equity Interests of any foreign Person, such Acquisition is a Permitted Foreign Subsidiary Loan and Investment; 

(g)     if such Acquisition is an acquisition of assets, the Acquisition is structured so
that a Loan Party shall acquire such assets; 
 (h)     if such Acquisition is an
acquisition of Equity Interests, such Acquisition will not result in any violation of Regulations T, U or X; 

(i)    Reserved; 

(j)    such Acquisition shall not be a “hostile” Acquisition and shall have been
approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and such Person subject to such Acquisition; 

(k)    if such Acquisition is an acquisition of Equity Interests and such Acquisition
involves a regulated business, such as firearm manufacturing, the Borrower 

  
 29 













 
Representative has provided evidence reasonably satisfactory to the Administrative Agent that acquisition target is compliant with all applicable material regulations and has all material
licenses, permits and governmental approvals necessary to operate its business and that the acquiring Loan Party has obtained the necessary consents to the transfer of such licenses, permits and governmental approvals; 

(l)     no Loan Party shall, as a result of or in connection with any such Acquisition,
assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect; 

(m)     except as permitted under Section 7.01, in connection
with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated and in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated; 

(n)     the Person subject to such Acquisition is in the same or a complimentary line of
business as the Loan Parties; and 
 (o)     a Responsible Officer of the Company, shall
certify (and provide the Administrative Agent with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent) to the Administrative Agent that, immediately after giving effect to the completion of such
Acquisition, on a consolidated basis, the Borrowers will be in compliance with all financial covenants set forth in Section 7.11. 

“Permitted Business Acquisition” means any Acquisition by the Company or any Subsidiary in a transaction that
satisfies each of the following requirements: 
 (a)     the total consideration paid or
payable (including Indebtedness incurred and/or reflected on a consolidated balance sheet of the Company and its Subsidiaries after giving effect to all such Acquisitions and the maximum amount of all deferred payments, including earnouts (as
calculated in accordance with GAAP in effect as of the date of such Acquisition) and seller notes) shall not exceed $5,000,000 in any fiscal year of the Company; provided, however, that the limitation on total consideration referenced
above will be increased in any fiscal year (commencing with the Company’s fiscal year ending April 30, 2017) by an amount equal to the amounts not expended by the Loan Parties for Permitted Business Acquisitions in the prior two (2) fiscal
years (commencing with the Company’s fiscal year that commenced May 1, 2015); provided, further, that the total consideration for a single Permitted Business Acquisition may not exceed $5,000,000. 

(b)    no Default shall then exist or would exist after giving effect thereto; 

(c)     if such Acquisition is an acquisition of assets located outside of the United
States or Equity Interests of any foreign Person, such Acquisition is a Permitted Foreign Subsidiary Loan and Investment; 

(d)    if such Acquisition is an acquisition of Equity Interests, (i) such Acquisition
(A) is structured so that the acquired Person shall become a direct or indirect wholly-owned 

  
 30 













 
Subsidiary of the Company, and shall become a Guarantor pursuant to the terms of this Agreement if such Subsidiary is a Domestic Subsidiary, (B) shall not be a “hostile”
Acquisition and shall have been approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and such Person subject to such Acquisition and (C) shall not result in any violation of
Regulations T, U or X, (ii) except as permitted under Section 7.01, all Liens on property of such Person shall be terminated and (iii) the acquired Person shall be in the same or a complimentary line of business
as the Loan Parties; 
 (e)     if such Acquisition is an acquisition of assets,
(i) such Acquisition (A) is structured so that the assets are acquired by a Loan Party and (B) shall not result in any violation of Regulations T, U or X, (ii) except as permitted under Section 7.01, all
Liens on the acquired assets shall be terminated and (iii) the acquired assets shall be in the same or a complimentary line of business as the Loan Parties; 

(f)     if such Acquisition is an acquisition of Equity Interests and such Acquisition
involves a regulated business, such as firearm manufacturing, the Borrower Representative shall provide, within thirty (30) days (or such greater number of days as the Administrative Agent shall approve in its sole discretion) after the closing
date of such Acquisition, evidence reasonably satisfactory to the Administrative Agent that the acquisition target is compliant with all applicable material regulations and the acquiring Loan Party has obtained the necessary material consents to the
transfer of such licenses, permits and governmental approvals; and 
 (g)     no Loan
Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect; and 

(h)     within thirty (30) days (or such greater number of days as the Administrative
Agent shall approve in its sole discretion) after the closing date of such Acquisition, the Borrower Representative shall have provided the Administrative Agent (i) notice of such Acquisition, specifying the purchase price and closing date,
together with a general description of the acquisition target’s business, (ii) evidence demonstrating to the reasonable satisfaction of the Administrative Agent that, after giving pro forma effect to the incurrence of any Indebtedness in
connection such Acquisition, the Adjusted Consolidated Leverage Ratio is less than 3.0:1.0 as of the most recently ended fiscal quarter for which the Company has furnished financial statements in accordance with Section 6.01(a) or (b); and
(iii) a certificate to the effect that such Acquisition satisfies all the conditions set forth in this definition. 

“Permitted Dividends” means declaration and payment of a dividend in cash by the Company to stockholders so
long as at the time thereof and after giving effect thereto, (x) no Default shall have occurred and be continuing and (y) the Adjusted Consolidated Leverage Ratio would be less than 3.0:1.0. 

  
 31 













 “Permitted Foreign Subsidiary Loan and Investment” means,
so long as the aggregate of the following do not exceed $20,000,000.00 at any time outstanding: 

(a)     an investment of cash or property by a Loan Party in a Foreign Subsidiary or a
Foreign Subsidiary Holdco made on or after the Closing Date and, if applicable, the Loan Parties comply with Section 6.12(b) with respect to such investment; 

(b)     a loan by a Loan Party to a Foreign Subsidiary or a Foreign Subsidiary Holdco, a
Guarantee by a Loan Party of Indebtedness of a Foreign Subsidiary or a Foreign Subsidiary Holdco or a pledge, security interest or hypothecation by a Loan Party to secure Indebtedness of a Foreign Subsidiary or a Foreign Subsidiary Holdco, in each
case made on or after the Closing Date; and 
 (c)     an investment of cash or property
by a Loan Party in, or loan from a Loan Party to, a Foreign Subsidiary or a Foreign Subsidiary Holdco for the purpose of making for one or more Permitted Acquisitions or Permitted Business Acquisitions and, if applicable, the Loan Parties comply
with Section 6.12(b) with respect to such investment. 
 “Permitted Investments”
means: 
 (a)     direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the
date of acquisition thereof; 
 (b)     investments in commercial paper maturing within
two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s; 

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

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

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

(f)    Permitted Acquisitions, Permitted Business Acquisitions, Permitted Note Repurchase
and Redemptions and Permitted Share Repurchase. 

  
 32 














“
Per
mitt
ed

Li
ens
”
ha
s
th
e
mea
nin
g
spec
if
ie
d in
Sec
tion
 7.01. 

“Permitted Note Repurchase and Redemption” means payments or prepayments applied to the redemption (or
repurchase and immediate cancellation) of Permitted Notes so long as at the time thereof and after giving effect thereto, (x) no Default shall have occurred and be continuing and (y) the Adjusted Consolidated Leverage Ratio would be less
than 3.0:1.0. 
 “Permitted Notes” means (i) the 2018 Senior Notes and the 2020 Senior Notes and
(ii) other debt securities issued by the Company after the Closing Date, (a) the terms of which do not provide for any scheduled principal repayment, mandatory redemption or sinking fund obligations prior to the date six (6) months
after the final Maturity Date of all Loans (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (b) the covenants, events of default,
guarantees, collateral and other terms of which (other than interest rate, call protection and redemption premiums), taken as a whole, are not more restrictive to the Company than those set forth in this Agreement, (c) of which no Subsidiary of
the Company is an issuer or guarantor, (d) which are not secured by any Liens on any assets of the Company or any of its Subsidiaries and (e) after giving pro forma effect to the incurrence of such Indebtedness, the Loan Parties will
remain in compliance with the financial covenants in Section 7.11. 
 “Permitted Notes
Indenture” means the indenture under which any Permitted Notes have been issued; provided, however, no indenture shall be a “Permitted Notes Indenture” if there exist limitations therein on the ability of any Borrower to incur
Indebtedness under this Agreement that are more restrictive to the Borrowers than those set forth in the 2018 Senior Notes Indenture or the 2020 Senior Notes Indenture. 

“Permitted Share Repurchase” means redemption or repurchase of Equity Interests of the Company, so long as at
the time thereof and after giving effect thereto (x) no Default shall have occurred and be continuing and (y) the Adjusted Consolidated Leverage Ratio would be less than 3.0:1.0. 

“Permitted Transfers” means (a) Dispositions of
inventory in the ordinary course of business; (b) Dispositions of property to any Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party;
(c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the BorrowerBo
rr
ower
s and itsthe
ir
 Subsidiaries; (e) the sale or disposition of cash equivalents for fair market value; and (f) Dispositions of accounts receivable due from any customer of any Loan Party pursuant to any
Receivable Financing Agreement provided that the dollar amount of accounts receivable Disposed of by the Loan Parties in reliance on this clause (f) during any Fiscal Year shall not exceed $10,000,000 in the aggregate. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee benefit plan
within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Company or any ERISA Affiliate or 

  
 33 













 
any such Plan to which the Company or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Public Lender” has the meaning specified in Section 6.02. 

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that
qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act. 
 “Receivable Financing Agreements” means any agreement that is either entered
into or assumed after the First Amendment Effective Date between any Loan Party and any Receivable Purchaser, providing for, inter alia, the sale of accounts receivable by such Loan Party to such Receivable Purchaser. 

“Receivable Financing Documents” means any Receivable Financing Agreement and any Receivable Lien Priority
Agreement, together with any document or instrument executed or delivered in connection therewith, as amended from time to time. 

“Receivable Lien Priority Agreements” means any agreement that is either entered into or assumed after the
First Amendment Effective Date between any Loan Party, the Administrative Agent and any Receivable Purchaser, providing for, inter alia, an acknowledgment by the Administrative Agent that the Obligations are not secured by a lien and security
interest in any accounts receivable of such Loan Party sold to such Receivable Purchaser under any Receivable Financing Agreement, as amended from time to time. 

“Receivable Purchasers” means any purchaser of accounts receivable under any Receivable Financing Agreement.

 “Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made
by or on account of any obligation of any Loan Party hereunder. 
 “Redemption Notes” means the 5.875%
Senior Notes due 2017 issued by the Company pursuant to the Redemption Notes Indenture. 
 “Redemption Notes
Indenture” means that certain Indenture dated as of June 17, 2013 between the Company and The Bank of New York Mellon Trust Company, N.A. 

“Register” has the meaning specified in Section 10.06(c). 

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

  
 34 














“Relevant
 Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor
thereto. 
 “Reportable Event” means any of the
events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 

“Required Lenders” means, at any time, at least two (2) Lenders having Total Credit Exposures
representing greater than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any
Swingline Loan
and
 Unreim
bur
se
d
Amount
 that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender
shall be deemed to be held by the Lender that is the Swingline Lender or the applicable L/C Issuer, as the case
may be, in making such determination. 
 “Responsible Officer” means the chief executive
officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any
assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Company or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital
to the Company’s stockholders, partners or members (or the equivalent Person thereof). 
 “Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to
Section 2.01(b). 
 “Revolving
Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the
BorrowerBorr
ow
ers
 pursuant to Section 2.01(b),
and (b) purchase participations in
L/C

Obli
ga
ti
ons
and
 (c
)
 
purc
ha
se
parti
ci
pa
tions
in
 Swingline Loans, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Second Amendment Effective Date shall be $350,000,000. and,

on t
he
Spin
-Off
 Eff
ec
tive Date, the
Revolving

Commit
me
nt
of
all of the
Re
volving
Le
nder
s
shall
 be
$250,000,
000. 

  
 35 













 “Revolving Exposure” means, as to any Lender at any time,
the aggregate Outstanding Amount at such time of its Revolving Loans and such Lender’s participation in
L/C

Obli
gations
 and Swingline Loans at such time. 

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving
Commitments at such time. 
 “Revolving Lender” means, at any time, (a) so long as any Revolving
Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in
L/
C
Obliga
tions or Swingline Loans at such time. 

“Revolving Loan” has the meaning specified in Section 2.01(b). 

“Revolving Note” means a promissory note made by the BorrowerBor
row
er
s in favor of a Revolving Lender evidencing Revolving
Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Annex A to the Second Amendment. 

“Sanction(s)” means any international economic sanction administered or enforced by the United States
Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 

“Same Day Funds” means immediately available funds. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions. 
 “Second Amendment” means that certain Second Amendment to Credit Agreement dated as
of the Second Amendment Effective Date, among the Borrowers par
ty
 th
ereto
, the Guarantors party thereto, the Lenders party thereto and Administrative Agent. 

“Second Amendment Effective Date” means October 27, 2016. 

“Secured
 Parties” means, collectively, the Administrative Agent, the Lenders, each LC Issuer, the Persons holding Swap Obligations, the Bank Product Providers, each co-agent or sub- agent appointed by the Administrative Agent from time to time pursuant
to Section 9.05, and the other Persons the Obligations to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. 

“Security
 Agreement” means a security agreement among each Loan Party (other than the Outdoor Products Group Subsidiaries) and the Administrative Agent on behalf of the Secured Parties, on terms and conditions consistent with the Security Principles,
and in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered in accordance with the Spin-Off Conditions. 

“
Sec
ur
it
y
Pr
inc
ipl
es
”
me
ans
 the

def
initions
and
 other

ag
ree
me
nts
set
 for
th

on
Exhib
it
 B.
 

  
 36 














“SOFR”
 with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s
Website. 
 “Specified Loan Party” means any
Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.11). 


“Spin-Off Conditions” means each of the following conditions is satisfied (or waived in accordance with Section 10.01): 

(a)    The
 Administrative Agent shall have received counterparts of the Security Agreement and each other Collateral Document, executed by a Responsible Officer of each Loan Party (other than the Outdoor Products Group Subsidiaries). 
 (b)
    The Administrative Agent shall have
received an Officer’s Certificate dated the Spin-Off Effective Date, certifying as to the Organization Documents of each Loan Party (other than the Outdoor Products Group Subsidiaries) (which, to the extent filed with a Governmental Authority,
shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each such Loan Party, the good standing, existence or its equivalent of each such Loan Party and of the incumbency (including specimen
signatures) of the Responsible Officers of each such Loan Party. 
 (c)
    The Administrative Agent shall have
received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties (other than the Outdoor Products Group Subsidiaries), dated the Spin- Off Effective Date and addressed to
the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent. 

(
d)    The Administrative
 Agent and the Lenders shall have received copies of (i) three (3) years’ audited annual consolidated and consolidating financial statements for the Outdoor Products Group Subsidiaries in form and substance satisfactory to the
Administrative Agent, (ii) three (3) years’ unaudited annual consolidated and consolidating financial statements for the Loan Parties (showing the Outdoor Products Group Subsidiaries as discontinued operations), in form and substance
satisfactory to the Administrative Agent and (iii) unaudited consolidated and consolidating balance sheets and related statements of income, of (A) the Outdoor Products Group Subsidiaries and (B) the Loan Parties (other than the
Outdoor Products Group Subsidiaries) for each subsequent fiscal quarter ended at least 45 days before the Spin-Off Effective Date (and comparable periods for the prior fiscal year). 

(e
)    The
Ad
minis
tr
at
ive

Ag
ent
 shal
l
have
 r
ece
iv
ed,
 in
 fo
rm
 a
nd
sub
st
an
ce
 satisf
acto
ry

to
the

Admin
ist
rat
ive

Age
nt
: 

(i
)    (A)
 searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan
Party (other than the Outdoor Products Group Subsidiaries) and each jurisdiction where any Collateral is located or
where
 

  
 37 













 
a filing would need to be made in order to perfect the
Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy
searches; 
 (i
i)
    searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright
filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual
Property;
 
 (i
ii
)    completed
 UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; 

(i
v)
    stock
 or membership certificates, if any, evidencing the Pledged Securities and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Security is certifica
te
d; 

(
v)
    Collateral Access Agreements to the extent required pursuant to Section 6.12(d); and 
 (v
i)
    Deposit Account Control Agreements
satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.12. 

(f
)    The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies
required by Section 6.07 and the applicable provisions of the Collateral Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement (as
applicable) and shall name the Administrative Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. 

(
g)
    The Administrative Agent shall have
received a solvency certificate, in form and substance satisfactory to the Administrative Agent, signed by a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Borrowers and their
Subsidiaries after giving effect to the Outdoor Products Group Spin-Off. 

(
h)    (i)

The Adjusted Consolidated Leverage Ratio of the Company after giving effect to the Outdoor Products Group
Spin-Off on a pro forma basis as of the end of the most recently ended fiscal quarter shall be less than or equal to 2.50 to 1.00 and (ii) the result of (x) the Consolidated Funded Indebtedness of the Company minus (y) unrestricted
cash and cash equivalents of the Loan Parties (other than the Outdoor Products Group Subsidiaries) after giving effect to the Outdoor Products Group Spin-Off on a pro forma basis as of the end of the most recently ended fiscal quarter shall be less
than $175,000,000. The Administrative Agent shall have received a certificate or certificates executed by
a


  
 38 













 
Respons
ible

Off
ic
er

of
the

Bo
rro
we
r
Re
pre
se
nta
tive
da
ted
as

of

the
Spin
-O
ff

Ef
fec
ti
ve D
at
e,

de
monst
rati
ng

to
th
e
re
asonable

sa
ti
sf
action

of
the
Administ
rative

Ag
ent

co
mpli
an
ce
 with
the
fina
nc
ia
l
co
ve
na
nts
set
 fo
rt
h in
the
for
eg
oing

subc
la
us
es
 (i) a
nd
(ii
).
 
 (i)
    The sum
 of
 (
i)
the
 R
evolv
ing
 Co
mmitm
ents
 a
nd
(
ii)
 a
ny
 In
cr
em
ent
al

Revolv
ing

Commit
me
nts
est
ab
lish
ed
 prior

to
the
Sp
in
-O
ff

Ef
fec
ti
ve
Da
te

sh
all
 not
ex
ceed
 $250,000,000. 

(
j)
    The
Outdoor
Pr
oduc
ts
Gr
oup
Spin
-Off

and

all

tra
nsac
ti
ons
to
occ
ur

in

connec
tion
with
the
Outd
oor
Pr
oduc
ts
Gr
oup
Spin
-O
ff,

othe
r
th
an

the
dist
ri
but
ion

of
share
s of

the
Comp
an
y
to
the
share
holde
rs

of
Sp
in
-O
ff

Pare
nt,
sha
ll
ha
ve
bee
n
co
mpl
et
ed

on
ter
ms a
nd
with
results

rel
at
ing

to
the

Comp
an
y
and

the
Subsidi
ari
es

cons
is
te
nt
with
th
e info
rm
ation

cont
ain
ed

in
the
Fo
rm

10
and

cons
is
te
nt
in
all

ma
ter
ial
resp
ec
ts
with
the
pro

for
ma
fin
an
ci
al

st
at
ements

and

pr
ojec
tions
de
li
ver
ed

by

the

Comp
an
y
to

the
Administ
rative

Agent

and

the
Le
nder
s
pr
ior
to

the
Sp
in
-O
ff

Eff
ec
ti
ve
Da
te
.
T
he

Comp
an
y
sha
ll
ha
ve
a rea
sonabl
e
good

faith

be
lie
f
tha
t
the
distributi
on

of
sha
re
s
of S
pin-
Of
f
Pare
nt
to
the sh
arehold
ers

of

the
Comp
an
y
will
occ
ur

bef
ore

the
end

of
the
ne
xt

Bus
in
ess

Da
y imm
edi
at
el
y
following

the

Spin
-O
ff

Ef
fec
tive
Da
te
,
and

the

Admi
nist
rat
ive

Age
nt
sha
ll h
ave

re
ce
ive
d
a c
er
tif
ica
te
,
da
te
d
th
e
S
pin-Off
Ef
fec
tive
Da
te
and
 sig
ne
d
by

a
Re
sponsibl
e O
ffi
ce
r
of
the
Compa
ny
,
to
such
 effe
ct.
 
 (k
)    The
Ad
minis
tra
ti
ve
Age
nt
shall
ha
ve
rec
eiv
ed

ev
id
en
ce

tha
t
al
l
me
mber
s, bo
ards

of
di
re
ct
or
s,
gov
ernm
ental,

sha
re
hol
de
r
and

ma
ter
ial
thir
d
par
ty
 cons
ents

and

appr
ova
ls
nece
ss
ar
y
in
conn
ect
ion

wit
h
the
Outd
oor
Produ
cts

Gr
oup
Spin
-Off

ha
ve
bee
n obta
ine
d. 

(l
)    The
consu
mm
ation

of

th
e
Ou
tdoor

Pr
oduc
ts

Gr
oup

S
pin-Off
sha
ll
not
(i
) viol
ate

an
y
appl
ica
bl
e
La
w,
st
atut
e,

rule

or
re
gu
la
tion

in
an
y
mat
eri
al

re
spec
t
and

(i
i)
 
conf
li
ct

with
or re
sul
t
in
an
y
br
eac
h
or
contra
ve
nti
on
of
,
or
the cr
ea
tion
of
any

Li
en

unde
r,

or
requi
re

an
y
pa
ym
ent

to
be
ma
de
und
er

an
y
ma
te
ria
l
Cont
ractu
al

Obli
ga
tio
n
to
wh
ic
h
an
y L
oa
n
Par
ty
 is
a
par
ty
 or
affe
ct
ing
suc
h
Lo
an

Par
ty

or
the

pr
op
ert
ie
s
of
su
ch

Lo
an

Pa
rt
y,

includin
g,

without
limit
at
ion,

an
y
Pe
rm
itt
ed

Note
s
In
de
nture
,
an
d
all

ma
ter
ia
l g
ove
rn
me
nta
l
and

thir
d
par
ty
 ap
pr
ova
ls
re
quire
d
in
conn
ec
tion
wi
th
the
Ou
tdoor P
rodu
cts

Group
 Spin
-O
ff

sha
ll
hav
e
bee
n
obtai
ne
d. 

(
m)
    No liti
ga
tion
shall
 be
 p
end
ing
 that
 pr
ev
en
ts
 t
he
 c
onsum
ma
tion
 of
 the

Outdoor
Pr
oduc
ts

Gr
oup
Spin
-O
ff.
 Th
er
e
sha
ll
not

ex
ist
an
y
judg
me
nt,
or
der
,
injunc
tion
or
othe
r re
st
ra
int
pr
ohibi
ting
the c
onsum
ma
tion
of
the
Outdoor
Pr
oduc
ts
Group
 Spin
-Off.
 
 (n)
    The
ter
ms
of
the
Outdoor
Pr
oduc
ts

Gr
oup
Spin
-Off

as

refl
ec
te
d
in
the

Fo
rm

10
and

an
y
am
endm
ents

there
to
sha
ll

be
cons
is
te
nt

in
all

ma
ter
ia
l
re
spe
cts

with
the

ter
ms
de
scr
ibe
d
in

the
wr
itt
en

Pow
er

Point

pre
se
nta
tion

pr
ovide
d
to
the
Le
nd
ers

on
Octob
er

1,
2019; 

(
o)    no
Def
ault
 shall
 then
 ex
ist
or
would
ex
ist
aft
er

giving
 eff
ect
 to the
Ou
tdoor
 Produc
ts
Group
 S
pin-Off;
 

  
 39 













 (p)
    receipt
b
y
the
 A
dm
ini
st
rat
ive
 A
ge
nt
of
 a
n
o
ff
icer
’s
 c
ertifi
ca
te
of
 t
he B
orr
ow
er

Re
pr
esent
at
ive
cert
if
yi
ng
 that

both
bef
or
e
and

after

giv
in
g
eff
ect

to
the

Outdoor P
rodu
cts

Gr
oup S
pin-O
ff
 and

the
Fifth

Am
en
dm
ent,

each

of
the
 re
pr
esent
at
ions
and
 warr
an
ti
es

in

the

Lo
an

Do
cum
ents

is
tr
ue
and

co
rr
ect

(ex
cept

(i)
 a
ny

suc
h
re
pr
es
ent
at
ion
or war
ra
nt
y
whic
h
rel
at
es

to

a
spe
cified

pr
ior
da
te
and
 (ii)
 to

the
ex
te
nt
the
Ad
minist
rative

Agent
 has
 been
 notifi
ed
 in
wri
ting
by

the B
orr
ow
er
 Rep
resentative

tha
t
an
y
rep
res
ent
ation

or
wa
rran
ty
 is
not
co
rr
ect

and

the
Admi
nistra
tive

Ag
ent

and

Re
quir
ed

Le
nde
rs

ha
ve

exp
li
ci
tl
y
wai
ve
d
in
wr
iting

co
mpli
an
ce

with
suc
h
rep
re
se
nta
tion

or
wa
rra
nt
y)

and

no D
efault

or
Ev
ent

of
De
fa
ult
ex
is
ts,
will
 ex
ist
,
or
wou
ld
 resu
lt
 th
erefrom;
 
 (q)
    as
soon
as

av
ai
la
bl
e,

but
not
le
ss
tha
n
te
n
(10)
 B
usi
ne
ss
Da
ys

(o
r
suc
h
le
ss
er

number

of
da
ys

as

the
Adminis
tra
tive
Age
nt
sha
ll
app
rove
 in
its
sol
e
dis
cr
et
ion)
pr
ior
to the
 Spin
-Off
 Effe
ct
ive
 Date,
 the
Bo
rr
owe
r
Re
pre
sentative
shall
ha
ve
pr
ovide
d
the
 Administra
tive
Ag
ent

not
ic
e
of
the
pr
opose
d
da
te

of

the
Ou
tdoor

Pr
oduc
ts

Gr
oup
Spin
-Off;
 
 (r)
    upon
the
re
ason
able

req
ue
st
of
an
y
Le
nde
r,

the

Bo
rro
we
r
Re
pre
se
nt
at
ive

shall

ha
ve
pr
ovide
d
to
su
ch

Le
nd
er,

and

suc
h L
en
de
r
sha
ll
be

rea
sona
bl
y
sa
ti
sfi
ed

wit
h,
the do
cum
ent
at
ion
and
 other

inf
or
ma
tion
so
requ
es
te
d
in
conn
ect
ion

with
ap
plica
bl
e
“know

your

cus
tom
er
”
and

an
ti
-mon
ey
-l
aund
eri
ng
 ru
les

and
 re
gul
ations,

in
clud
in
g,

without lim
it
at
ion,
the

Pa
tr
iot
Ac
t,
and

an
y
Lo
an

Par
ty
 tha
t
qua
li
fi
es

as

a
“l
eg
al

enti
ty
 cus
tom
er
” und
er

the

Ben
efi
ci
al

Ow
ner
ship
Re
gul
at
ion

shall
ha
ve
de
li
vere
d
to
ea
ch

Le
nd
er

tha
t
so re
que
st
s,
a
Be
nef
ic
ia
l
Ow
ner
shi
p
Cer
tifica
tion
 in
rel
at
ion
 to
such

Lo
an
 Par
ty
. 

(s
)    The
Administ
rat
ive

Ag
ent

shall
ha
ve
receiv
ed

a
co
py

of
an
y
ma
na
ge
me
nt

servi
ces

ag
reem
ent,

lice
nses

and

othe
r
docum
ents

de
scr
ib
ed

in
the
Fo
rm

10,

ex
ecut
ed

by

Spin-
Of
f
Pare
nt
and

the

Comp
an
y
or

other
appl
ic
ab
le

Lo
an

Par
ty
,
wh
ic
h
in
each

cas
e,

sha
ll be

in
fo
rm

and
 substa
nc
e
reasonab
ly

satisf
acto
ry

to
 the
Administ
ra
tive
Age
nt. 

(t
)    All
othe
r
doc
ume
nts
pr
ovide
d
for

here
in
or
wh
ic
h
the

Admi
nist
ra
tive

Ag
ent

or
any

ot
he
r
Le
nde
r
ma
y
reasonab
ly

re
que
st
or
req
uire
. 

(
u)    Su
ch

add
ition
al

in
fo
rm
ation

and

ma
ter
ia
ls
wh
ic
h
the
Ad
minis
tr
ative

Age
nt a
nd/or a
ny

Le
nd
er

sha
ll
rea
sona
bl
y
re
que
st
or
re
qui
re.
 
 “S
pin-Off

Ef
fec
tive
Da
te
”
mea
ns
the
da
te
all

th
e
Spin
-O
ff

Condit
ions

are

sati
sfie
d
or w
aiv
ed
 in
 ac
co
rd
an
ce

wit
h
Sec
tion
 10.01.
 
 “S
pin-Off

Pare
nt”

mea
ns

ei
the
r
(i
)

Bat
te
nfe
ld

Acquis
ition

Comp
an
y
Inc.,

a
De
la
wa
re

cor
pora
ti
on
or

(ii)
 a
nother
Per
son
or
ga
niz
ed

by

the
Co
mp
an
y
to
be
the
pare
nt
of
the
Ou
tdoor

Produ
cts
 Group
 Subs
idi
ari
es
 in
 conn
ect
ion
 with
th
e
Outdoor
Pr
oduc
ts
 Gro
up
 Spin
-O
ff.
 
 “Subsidiary” of a Person means a
corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or
both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. 

  
 40 













 “Swap Contract” means each master agreement published by
the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), and/or any other documents, instruments or agreements executed to further evidence or secure the Swap Obligations, as the same may be hereafter amended, restated, renewed, replaced, supplemented or otherwise modified from
time to time. 
 “Swap Obligations” means all obligations of any Loan Party under any agreement, contract
or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act and shall include without limitation, any interest rate swap transactions, basis swaps, forward rate transactions, commodity
swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, forward transactions, currency
swap transactions, cross-currency rate swap transactions, currency options or similar agreements including, without limitation, the Swap Contracts. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender, Affiliate Counterparty or any other Affiliate of a Lender). 

“S
WI
”
mea
ns
Smith
 &

We
ss
on
In
c.

(f
/k/a
Smith
 &
 We
ss
on
Fi
re
ar
ms
In
c.
),

a
De
la
war
e co
rpo
rat
ion.
 
 “Swingline Borrowing” means a borrowing of
a Swingline Loan pursuant to Section 2.03(a). 
 “Swingline Lender” means TD Bank
in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder. 
 “Swingline
Sublimit” has the meaning specified in Section 2.03(a). 
 “Swingline
Loan” means a loan made pursuant to Section 2.03(a). 
 “Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so- called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

  
 41 













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

“TD Bank” means TD Bank, N.A. 

“TD Bank Fee
Letter” means collectively, (i) the letter agreement dated June 15, 2015 among the Borrowers
pa
rt
y
ther
eto
, the Administrative Agent and TD Bank and,
(ii)
 the letter agreement dated October 27, 2016 among the
Borrowers
par
ty
 there
to, the Administrative Agent and TD Bank.Bank and (iii) the letter agreement dated as of the Fifth Amendment Effective Date among the Borrowers (after giving
effect to the Fifth Amendment), the Administrative Agent and TD Bank. 

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of
LIBOR Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a). 

“Term Commitment” means, as to each Term Lender, its
obligation to make Term Loans to the BorrowerBor
row
er
s pursuant to
Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on
Schedule 2.01 under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement. The Term Commitment of all of the Term Lenders on the Closing Date shall be $105,000,000. 

“Term Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the
Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time. 

“Term Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term
Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time. 

“Term Loan” means an advance made by any Term Lender under the Term Facility. 

“Term Note” means a promissory note made by the Borrowers in favor of a Term Lender evidencing Term Loans
made by such Term Lender, substantially in the form of Exhibit C-2. 
 “Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant
Governmental Body. 
 “Third Amendment” means that certain Third Amendment to
Credit Agreement dated as of the Third Amendment Effective Date, among the Borrowers pa
rt
y
th
eret
o, the Guarantors party thereto, the Lenders party
thereto and Administrative Agent. 
 “Third Amendment Effective Date” means January 9, 2017. 

  
 42 













 “Threshold Amount” means $10,000,000. 

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and
Outstanding Amount of all Term Loans of such Lender at such time. 
 “Total Revolving Outstandings” means
the aggregate Outstanding Amount of all Revolving
Loans and, Swingline Loans
and

L/C

Ob
li
ga
tions. 

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a LIBOR Rate Loan. 

“UCC”
 means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority. 
 “Unadjusted
 Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 

“United States” and “U.S.” mean the United States of America. 

“
Unre
im
bur
se
d
Am
ount”

ha
s
the

mea
nin
g
spe
ci
fie
d in
Sec
tion
 
2.16(f).
 
 “U.S. Person” means any Person that is a
“United States Person” as defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3). 

1.02.    Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: 
 (a)    The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and
effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of
similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision 

  
 43 













 
thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether preceded by the term a, any, each of, the, all,
and/or any other similar term shall be deemed to refer, as the context requires, to each and every party constituting a Borrower, individually and/or in the aggregate. 

(b)    In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and
including.” 
 (c)    Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 

(
d)    An
y
ref
er
en
ce

he
re
in

to

a
me
rg
er,

tr
ansf
er,

con
sol
id
at
ion,

am
alg
am
ation,

as
si
gnm
ent,

sal
e,

di
spos
ition
or
tra
nsf
er
,
or
si
mi
la
r
ter
m,
sh
all

be
de
em
ed

to
app
ly
 to
a
divisi
on
of
or
by

a
limit
ed

lia
bilit
y
comp
an
y,

or
an

al
loca
tion
of

ass
ets

to

a
ser
ie
s
of
a limi
te
d
lia
bil
it
y
com
pa
ny

(or

the
unwinding
of
su
ch

a
di
visi
on
or
al
loc
ation),

as

if

it
we
re

a
mer
ge
r,

tra
ns
fer
,
cons
olid
ation,

amal
ga
ma
tion,

assi
gnment,

sale
,
dispositi
on
or
trans
fer
,
or
si
mi
la
r
ter
m,
as

app
li
ca
bl
e,

to,
of
or
with
a
se
para
te
Per
son.
An
y
divis
ion

of
a
li
mi
te
d
lia
bil
it
y
comp
an
y
shall
cons
titute

a
sep
arate

Per
son

he
re
unde
r
(and

eac
h
divi
si
on
of
an
y
limi
te
d
li
abi
li
ty

comp
an
y
tha
t
is
a
Su
bs
idi
ar
y,

joint
ve
ntur
e
or
an
y
oth
er

like
ter
m
sha
ll
also

cons
titute

suc
h
a
Per
son
or e
ntit
y)
. 

(e
)    Ter
ms
 defi
ne
d in
the
UC
C
in
effe
ct
 on the
Spin
-O
ff

Ef
fective

Da
te
and
 not
otherw
ise

def
in
ed

he
re
in
sha
ll,
unle
ss
the
cont
ex
t
otherwise

indi
cat
es,

ha
ve

the
mea
nin
gs

pr
ovide
d
by
 those
def
initions.
Subj
ect

to
the

for
egoin
g,

the

ter
m
“U
CC”

re
fers,

as

of
an
y
da
te
of
de
te
rm
in
at
ion,
 to the
UCC

the
n in
effe
ct.
 
 1.03.    Accounting Terms.

 (a)    Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining
compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal


  
 44 













 
amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b)    Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (B) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 

1.04. Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number). 
 1.05.    Zone. Unless otherwise
specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 
 ARTICLE II

 THE COMMITMENTS AND LOANS 

2.01.    Loans. 

(a)    Term Borrowing. Subject to the terms and conditions set forth herein, each
Term Lender severally agrees to make a single loan to the Borrowers, in Dollars, on the Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility. The Term Borrowing shall consist of Term Loans made
simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided
herein. 
 (b)    Revolving Borrowings. Subject to the terms and conditions set
forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars from time to time, on any Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving
Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers
may 

  
 45 













 
borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, as
further provided herein. All Swingline Loans shall be made as provided in Section 2.03. 

2.02.    Borrowings, Conversions and Continuations of Loans. 

(a)    Each Borrowing, each conversion of Loans from one Type to the other, and each
continuation of LIBOR Rate Loans shall be made upon the Borrower Representative’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00
p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans, and (ii) one business day prior to the requested
date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower Representative pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Except
as provided in Section 2.03(b), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify
(i) whether the Borrower Representative is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto. If the Borrower Representative fails to specify a Type of Loan in a Loan Notice or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall be made as, or converted to, Base Rate Loans. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. If the Borrower
Representative requests a Borrowing of, conversion to, or continuation of LIBOR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b)    Following receipt of a Loan Notice for a Facility, the Administrative Agent shall
promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower Representative, the Administrative
Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans, in each case as described in the preceding subsection. In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan
available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing are the
initial Loans, Section 4.01), the Administrative Agent shall make all 

  
 46 













 
funds so received available to the Borrower Representative or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such
Borrower on the books of TD Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative.

 (c)    Except as otherwise provided herein, a LIBOR Rate Loan may be continued or
converted only on the last day of an Interest Period for such LIBOR Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as LIBOR Rate Loans without the consent of the Required Lenders. 

(d)     The Administrative Agent shall promptly notify the Borrower Representative and the
Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Representative and the
Lenders of any change in TD Bank’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 

(e)    After giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Loans. 

(f)    This Section 2.02 shall not apply to Swingline Loans. 

(g)    Cashless Settlement Mechanism. Notwithstanding anything to the contrary in
this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the Borrower Representative, the Administrative Agent and such Lender. 

2.03.    Swingline Loans. 

(a)    To the extent there are insufficient collected funds in the Master Account, as
determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice
to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as
(x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the
Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000
(the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall


  
 47 













 
not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the
procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans
made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account. 

(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on
any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate.
Promptly upon such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan. Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan. Each Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same
manner provided in Section 2.12(b) with respect to Loans made by such Lender (and Section 2.12(b) shall apply, mutatis mutandis, through the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amount so received by it from the Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the
Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale or participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall
be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interest may appear; provided, however, that any such payment so
remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent that such payment is required to be refunded to the Borrowers for any reason. The purchase or participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof. 

  
 48 













 2.04.    Appointment of Borrowers’
Representative. Each other Borrower hereby irrevocably appoints the Company as its representative (the “Borrower Representative”), and the Company shall act under this Agreement as the representative of each Borrower for all
purposes, including, without being limited to, requesting Borrowings and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Administrative Agent or any Lender. The Administrative Agent and
the Lenders may rely, and shall be fully protected in relying, on any request for borrowing, disbursement instruction, report, information or any other notice or communication made or given by the Company, whether in its own name, on behalf of any
Borrower, on behalf of “the Borrowers,” and neither the Administrative Agent nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any Borrower as to the binding effect on it of any
such request, instruction, report, information, notice or communication, nor shall the joint and several character of the Borrowers’ liability for the Obligations be affected. 

2.05.    Prepayments. 
  

	 	(a)	 Optional. 



(i) The Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent
of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the
Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base
Rate Loans; (B) any prepayment of LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR
Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on
such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the BorrowerBo
rr
ower
s shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order
of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. 

  
 49 













 (ii)    At any time the Cash Management
Agreements are not in effect, the BorrowerBor
ro
wers
 may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline
Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire
principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBo
rr
ower
s, the BorrowerBor
rower
s shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section
3.05. 
  

	 	(b)	 Mandatory. 



(i)    Dispositions and Involuntary Dispositions. The Borrowers shall prepay the
Term Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than
(i)
 Permitted Transfers
and

(ii)
 
the
Outdoo
r
Produ
cts
 Group

Spin-
Of
f
so
lon
g
as

the
Bo
rro
wer
s
ha
ve
sa
tisfie
d
the
Spin
-O
ff

Conditions
) and Involuntary Dispositions within ten (10) days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Default shall have occurred
and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrowers is equal
to or greater than $10,000,000 and (B) at the election of the Borrowers (as notified by the Borrower Representative to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash
Proceeds in operating assets (other than current assets) (but specifically excluding current assets as classified by GAAP) within two hundred seventy (270) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash
Proceeds shall have not been so reinvested shall be immediately applied to prepay the Loans. 

(ii)    Reserved. 

(iii)    Reserved. 

(iv)    Application of Payments. Each prepayment of Loans pursuant to the foregoing
provisions of Section 2.05(b)(i)-(iii) shall be applied to the principal repayment installments of the Term Loan in inverse order of maturity, including, without limitation, the final principal repayment installment on the
Maturity Date of the Term Facility. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility. 

  
 50 













 (v)    Revolving Outstandings. If
for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay Revolving
Loans and, Swingline Loans
and

L/C
 Borr
owin
gs
 and/or

Ca
sh
Col
la
ter
iz
e
the

L/C

Obli
ga
ti
ons (together with all accrued but unpaid interest
thereon) in an aggregate amount equal to such excess. 
 (vi)    Application of
Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant
to
this
 Section 2.05(b)(v), first, shall be applied torat
ab
ly

to
the
L/
C
Bo
rrowi
ng
s
and
 the Swingline Loans and, second, shall be applied to the outstanding Revolving Loans. 

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be
applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise
without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. 

2.06.    Termination or Reduction of Commitments. 

(a)                 The
Borrower Representative may, upon notice to the Administrative Agent, terminate the Revolving Facility or
the
Le
tte
r
of
Cre
dit
Sublimit

or from time to time permanently reduce the Revolving
Facility
or
the
Le
tte
r
of C
redit

Sub
limit
; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Representative shall not terminate or reduce
(A
) the Revolving Facility if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving
Facility
and

(B
) the

Le
tte
r
of
Cr
edit

Subli
mit

if
,
after

gi
vin
g
eff
ec
t
the
re
to,
the
Outst
andi
ng
 Amount
of
L/C

Obliga
tions
not
ful
ly
 Ca
sh
Coll
at
eral
iz
ed

he
re
unde
r
wo
uld
ex
ceed

the Le
tt
er

of

Credit

Sublimit
. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Facility. Any reduction of the Revolving Facility shall be applied to
the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination. 

(b)    Application of Commitment Reductions; Payment of Fees. 

The Administrative Agent will promptly notify the Lenders of any termination or reduction of
Le
tt
er

of
Cre
dit
Sub
lim
it
, the Swingline Sublimit or the Revolving Commitment
under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in
respect of the 

  
 51 













 
Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination. 

2.07.    Repayment of Loans. 

(a
) (a) Term Loans. The Borrowers shall jointly and severally repay to the Term Lenders the
aggregate principal amount of all Term Loans in quarterly installments of $1,575,000, in each case, commencing on September 18, 2015 and continuing on each December 18, March 18, June 18 and September 18 thereafter (as such installments may
hereafter may be adjusted as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02. Any remaining Outstanding Amount of
the Term Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date for the Term Facility. 

(
b) (b) Revolving Loans. The Borrowers jointly and severally shall repay
to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date, together with all accrued and unpaid interest thereon. 

(c
) (c) Swingline Loans. The Borrowers shall repay jointly and
severally each Swingline Loan on the earlier to occur of (x) the Maturity Date for the Revolving Facility and (y) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two
(2) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing under Section 2.01(b) is made, the Borrowers shall repay all
Swingline Loans. 
 2.08.    Interest. 

(a) Subject to the provisions of subsection (b) below, (i) each LIBOR Rate Loan under a Facility
shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Rate for such Facility; and
(ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility. 

(b) (i) If any amount of principal of any Loan or Swingline Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by any Borrower under any
Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

  
 52 













 (iii) Upon the request of the Required Lenders, while any
Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations (in
cluding

Le
tte
r
of C
red
it
Fees)
 hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and
payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law. 
 2.09.    Fees. 

(a) Commitment Fee. The Borrowers shall jointly and severally pay to the Administrative Agent for the
account of each Revolving Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum
of
(i
)
 
the Outstanding Amount of Revolving Loans
and

(i
i)
 
the
Ou
ts
ta
ndi
ng
Am
ount
of
L/C

Obliga
tions, subject to adjustment as provided in Section
2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards usage of the Revolving Facility. The commitment fee shall accrue at all times during the Availability Period, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the
Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 

(b) Late Charge. The Borrowers agree to jointly and severally pay the Administrative Agent for the
account of the Lenders holding such Obligations, with respect to any payment of principal, interest or fees due under this Agreement that is not made within ten (10) days after its due date, a late charge equal to six percent (6%) of the amount
past due. 
 (c) Other Fees. (i) The Borrowers shall jointly and severally pay to the TD Bank and
the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the TD Bank Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

  
 53 













 (ii) The Borrowers shall jointly and severally pay to the
Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.10.    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. 

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the
LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 (b) If, as
a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Adjusted Consolidated Leverage Ratio as calculated by the Company as of any
applicable date was inaccurate and (ii) a proper calculation of the Adjusted Consolidated Leverage Ratio would have resulted in higher pricing for such period, each Borrower shall immediately and retroactively be obligated to pay to the
Administrative Agent for the account of the applicable Lenders or
the
appli
ca
ble
L/
C
Is
su
er,

as

the
case

ma
y
be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent,
an
y
Le
nde
r or any LenderL/C

Is
su
er), an amount equal to the excess of the amount of
interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent,
an
y
Le
nde
r or any LenderL/C

Is
su
er
 under Section 2.08(b) or under Article VIII. The
Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

2.11.    Evidence of Debt. 

(a) The
Loans
and

L/C

Cre
dit
Ext
ens
ions
 made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the
Loans
and
 L/C

Cre
dit
Ex
te
nsi
ons made by the Lenders to the Borrowers and the
interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the


  
 54 













 
event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a
Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans
and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in
Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Le
tt
er
s
of
Cr
ed
it

and
 Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the
account and records of the Administrative Agent shall control in the absence of manifest error. 

2.12.    Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrowers shall be made free and clear of and without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 11:00 a.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 11:00 a.m., shall in each
case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall
have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date one Business Day prior to such Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case
of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative 

  
 55 













 
Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest
thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate,
plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans.
If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such
period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without prejudice to
any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall
have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the
Lenders
or
an
y L
/C

Is
su
er
 hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or
the
app
li
ca
ble
L/C

Is
su
er,

as

the

ca
se
ma
y be
, the amount due. In such event, if such Borrower has
not in fact made such payment, then each of the Lenders or
the

app
li
ca
bl
e
L/C

Issu
er
,
as

the
cas
e
ma
y
be
, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender
or
suc
h
L/C

Iss
uer
, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
Overnight Rate. 
 A notice of the Administrative Agent to any Lender or Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c)
Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds
are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Loans
or
L/C

Cre
di
t
Ex
te
nsi
on set forth in Article IV are not satisfied or
waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and
Revolving Loans, to fund participations in Le
tte
rs

of
Cre
dit
and
 Swingline Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation
or to 

  
 56 













 
make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c). 

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(f) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other
than Swingline Borrowings) shall be made from the Appropriate Lenders, each payment of fees under Section 2.09
and

cl
aus
es

(m)
 a
nd
(n)

of
Sec
ti
on
 2.16 shall be made for account of the Appropriate
Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated
pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of
Loans); (iii) each payment or prepayment of principal of Loans by the Borrowers shall be made for account of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each
payment of interest on Loans by the Borrowers shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders. 

2.13.    Sharing of Payments by Lenders. 

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of
(a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations
due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the
Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due
and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time
to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the
Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such
greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and 

  
 57 













 
subparticipations in L/C

Oblig
ations

and
 Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on
behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or subparticipations in L/
C
Obli
ga
tions
and
 Swingline Loans to any assignee or participant, other than an assignment to the Company or any Affiliate thereof (as to which the provisions of this Section shall apply). 

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw
, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. 

2.14.    Increase in Commitments. 

(a) Borrower
Request. The Borrower Representative may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing
Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the
establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), (A)

pr
ior
to

the
S
pin-Off Effec
tive
Da
te
, by an aggregate amount not in excess of $150,000,000.150,000,000
and
 (B)
 on

the
Spin
-Of
f
Ef
fect
ive
Da
te

and

the
reaf
ter
,
by

an

aggr
eg
at
e
amount

not
in
ex
cess

of an

amount

eq
ua
l
to
$50,000,000

le
ss
the
amount

of
an
y
In
crem
ent
al

Re
vol
ving Com
mitm
ents

and

the a
mount
of
an
y
In
cre
me
nta
l
Te
rm

Commitm
ents

es
tablish
ed

pr
ior
to the
Spin
-Off

Eff
ec
tive
Da
te
. Each such notice shall specify (i) the date
(each, an “Increase Effective Date”) on which the Borrower Representative proposes that the Incremental Commitments shall be effective, which shall
be a date not less than 15 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each existing Lender or Eligible Assignee to whom the Borrower Representative proposes any portion of
such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such
Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining


  
 58 













 
availability under the aggregate limit in respect of Incremental Commitments set forth in above). 

(b) Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date;
provided that: 
 (i) each of the conditions set forth in Section 4.02 shall be
satisfied; 
 (ii) no Default shall have occurred and be continuing or would result from the borrowings to be
made on the Increase Effective Date; 
 (iii) the representations and warranties contained in Article
V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall
have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section
5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. 

(iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental
Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available;

 (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment
of Revolving Loans pursuant to Section 2.14(d); and 
 (vi) the Borrower Representative shall
deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. 

(c) Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental
Commitments shall be as follows: 
 (i) terms and provisions of Incremental Term Loans shall be, except as
otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not
identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with
clauses (iii), (iv) and (v) below; 

  
 59 













 (ii) the terms and provisions of Revolving Loans made
pursuant to new Commitments shall be identical to the Revolving Loans; 
 (iii) the weighted average life to
maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; 

(iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”)
shall not be earlier than the then Latest Maturity Date; 
 (v) the Applicable Rate for Incremental Term
Loans shall be determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the existing Term Loans, then
the Applicable Rate for the existing Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the existing Term Loans, and the Applicable Rate for Revolving
Loans (at each point in the table set forth in the definition of “Applicable Rate,” to the extent applicable) shall be increased by the same number of basis points as the Applicable Rate for the Term Loan is increased; provided,
further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID)
payable by the Borrowers to the Lenders of the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment
fees payable to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate
“floor,” respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v). 

The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the
Administrative Agent and each Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.14. In addition,
unless otherwise specifically provided herein, from and after the Increase Effective Date all references in Loan Documents to Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving
Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in
Section 2.13 or Section 10.01 to the contrary. 

  
 60 













 (d)    Adjustment of Revolving
Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving Commitments, then each Revolving Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date
shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are
held by the Revolving Lenders pro rata based on their Revolving Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving
effect to such Increase Effective Date shall make such Revolving Loans in accordance with Section 2.01(b). 

(e)    Making of New Term Loans. On any Increase Effective Date on which new
Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrowers in an amount equal to its new Commitment. 

(f)    Equal and Ratable Benefit. The Loans and Commitments established pursuant to
this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally
and ratably from the Guarantees, except that the new Loans may be subordinated in right of payment to the extent set forth in the Increase Joinder. 

2.15.    Defaulting Lenders. 

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

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01. 

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender
pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder; second, to the payment on
a
pr
o
rata

ba
si
s of any amounts owing by such Defaulting Lender
to
an
y
L/C

Is
su
er

or
 the Swingline Lender hereunder; third,
to C
ash

Col
la
tera
liz
e
the

L/
C
Is
su
ers
’
Fronti
ng

Ex
posure
with
resp
ect

to
such Defa
ult
in
g
L
en
de
r
i
n
a
cco
rd
an
ce
 with
 S
ection
 2.17;
 f
our
th, as the Borrower Representative may request (so long
as no
Defa
ul
t
or
Eve
nt
of Default exists), to


  
 61 













 
the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourthfi
fth
, if so determined by the Administrative Agent and the Borrower Representative, to be held in a deposit account and released pro rata in order to (A
)
 satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fifth
and (B) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders or, the L/C

Is
su
er
s
or Swingline Lender as a result of any judgment of a
court of competent jurisdiction obtained by any Lender,
an
y
L/C
 Iss
ue
r or the Swingline Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixthsev
enth
, so long as no Default or
Eve
nt
of
Defa
ult exists, to the payment of any amounts owing to a
Loan Party as a result of any judgment of a court of competent jurisdiction obtained by such Loan Party against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventheig
ht
h, to such Defaulting Lender or as otherwise as

ma
y
be
requ
ir
ed

under
 the
Lo
an

Doc
ume
nts
in

conn
ect
ion with
an
y
Li
en

con
fer
red
 there
und
er

or
 directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or

L/C

Bo
rr
owing
s in respect of which such Defaulting Lender has not
fully funded its appropriate share, and (y) such Loans were made or
the
re
la
te
d
Le
tt
ers

of
Cre
dit
we
re

is
su
ed
 at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of,
and

L/C

Ob
li
ga
tio
ns

owe
d
to, all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or
L/C

Obli
ga
tions
ow
ed

to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in L/C
Oblig
ations

and
 Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder
without
giv
ing

eff
ect

to

Sec
ti
on
 
2.15(a)(v
). Any payments, prepayments or other amounts paid or
payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or
to
post
Ca
sh
Co
ll
at
eral

pur
sua
nt
to
this
Section
 2.15
(a)(i
i) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii)    Certain Fees. 

(
A) No Defaulting Lender shall be entitled to receive
any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender). 

(
B)
    Let
ter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period
during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable 

  
 62 













 
Revolv
ing

Pe
rce
nta
ge
of
the
sta
te
d
am
ount
of
Le
tt
ers

of
Cr
ed
it
 f
or
wh
ic
h
it
has
 provid
ed
 Ca
sh
Coll
ate
ral
 purs
ua
nt to
Sec
tion
 2.14. 

(
C)
    Defaulting Lender Fees. With
respect to any fee payable under Section 2.09(a) or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (1) pay to each Non-Defaulting Lender that portion of
any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below,
(2) pay to each L/C Issuer and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline Lender’s Fronting Exposure to such
Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee. 
 (b)    Defaulting Lender
Cure.    If the Borrower Representative, the Administrative Agent and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon
as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender. 

2.16.    
Letter
s of
Cr
ed
it
. 

(a
)    The Letter of Credit Issuance. The Borrower Representative may request that a L/C Issuer issue a Letter of Credit on behalf
of the Captive Insurance Company and, subject to the terms and conditions set forth herein, (A) such L/C Issuer may agree, in reliance upon the agreements of the Revolving Lenders set forth in this Section, (1) from time to time on any
Business Day during the period from the Fifth Amendment Effective Date until the Letter of Credit Expiration Date, to issue such Letter of Credit for the account of the Borrower Representative on behalf of the Captive Insurance Company, and to amend
or extend a Letter of Credit previously issued by it, in accordance with Section 2.16(b), and (2) to honor drawings under such Letter of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued
for the account of the Borrower Representative on behalf of the Captive Insurance Company; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total 

  
 63 













 
Revolv
ing
 Outsta
nding
s
sha
ll
not
ex
ceed

the
Re
volving
Fa
cili
ty
,
(y
)
 
the
Revo
lving

Ex
posur
e
of
an
y
Re
volving

Le
nde
r
sha
ll
not
ex
ceed

such
Le
nde
r’
s
Re
volving
Com
mitm
ent,

and

(z)
 the

Outst
anding

Amount
of
the
L/C

Obliga
tions
sha
ll
not
ex
ceed

the Le
tt
er

of
Cre
di
t
Sub
limi
t;

pr
ovide
d,
fu
rt
her
,
tha
t
an
y
L/C

Is
su
er

ap
pr
oac
hed

to
pr
ovide
a
Le
tt
er

of C
red
it

for

the
account

of t
he
Bo
rro
wer

Re
pre
se
nta
ti
ve
on
be
ha
lf
of
the
Ca
ptive
Ins
ura
nc
e
Comp
an
y
may

el
ec
t
or
dec
line
,
in
its

sol
e
di
scre
tion,
to
iss
ue
suc
h
Le
tte
r
of
Cr
edit.
 
 (b)
    Notice

of
Is
su
an
ce,
 Ame
ndme
nt,
Ext
ens
ion,
 Re
in
st
at
ement
 or
Re
ne
wa
l. 

(
i)    To
requ
est

th
e
is
su
an
ce

of
a
Le
tt
er

of
Cre
di
t
(o
r
the
 am
endm
ent

of
the
term
s
and

condit
ions,

ex
te
nsi
on
of the
terms

and

condi
tions,

ex
te
nsi
on

of
the

ex
pi
rat
ion

da
te
,
or
reins
ta
te
me
nt
of
amoun
ts

pa
id,

or
ren
ew
al

of
an

outs
ta
nding Le
tte
r
of C
red
it
),

the
Bo
rro
we
r
Re
pre
sentativ
e
shall

de
li
ve
r
(or

tr
an
sm
it b
y
el
ect
ronic

com
muni
cation,

if
arr
an
ge
me
nts
fo
r
doi
ng
so
ha
ve
be
en

ap
pr
ove
d
by

the
 applica
bl
e
L/C

Is
su
er)

to

an

L/C

Is
su
er

se
lec
te
d
by

it
and

to

the
Administ
rat
ive
 Agent

not
la
te
r
than

11:0
0
a.m.

at

lea
st
two
(2
)
 
Busi
ne
ss
Da
ys

(or
 suc
h
la
te
r
dat
e
and

tim
e
as

th
e
Ad
ministr
ative

Ag
ent

and

suc
h L
/C

Is
su
er

ma
y
ag
ree

in
a
pa
rti
cul
ar

inst
an
ce
 in
the
ir
sole
 disc
ret
ion)
 pri
or
 to

the
pr
oposed
iss
ua
nc
e
da
te
or

da
te of am
endm
en
t,

as

the

cas
e
may
 be
a
notic
e
requ
es
ti
ng
the
iss
ua
nc
e
of
a
Le
tte
r
of
Cr
edit,

or
ide
ntif
yi
ng
 the

Le
tt
er

of

Cre
dit
to

be
am
end
ed,

ex
te
nde
d,
reins
ta
te
d
or
ren
ew
ed,

and

spe
ci
fy
in
g
the

da
te
of
issua
nce
,
ame
nd
me
nt,
ex
te
nsi
on,
reins
ta
te
ment or
ren
ew
al

(whi
ch

sha
ll
be
a
Bus
in
ess

Da
y)
,
the

da
te
on
whic
h
suc
h
Le
tte
r
of
Cre
dit
is
to
ex
pir
e
(w
hic
h
shall
co
mp
ly
 wi
th
cl
ause

(d)
 o
f
this
Sec
ti
on
 
2.16),
the
amount

of
suc
h
Le
tte
r
of
Cre
dit,
the
na
me
and

add
ress

of
the
be
nef
ic
ia
ry
 ther
eo
f,

the

pur
pose
and

na
tur
e
of

the
requ
ested
 Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the applicable L/C Issuer, the Borrower Representative also shall submit a letter of credit
application and reimbursement agreement on such L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrower Representative to, or entered into by the Borrower Representative with, an L/C Issuer relating to any Letter of Credit, the terms
and conditions of this Agreement shall control. 

(
ii)    If

the
Bo
rr
owe
r
Re
pr
es
en
ta
tive
so
req
ue
st
s
in
an
y
appl
ica
ble
Le
tte
r of
Cre
dit
Applica
tion
(or
 the
am
endm
ent

of
an

outst
anding

Letter of Credit), the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit
that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit such L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month per
iod
to
be
ag
reed

upon b
y
the
Bo
rr
ow
ers

and
 

  
 64 













 
the applicable L/C Issuer at the time such Letter of Credit is
issued. Unless otherwise directed by the applicable L/C Issuer, the Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto- Extension Letter of Credit has been issued, the Revolving Lenders
shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.16(d); provided, that
such L/C Issuer shall not (A) permit any such extension if (1) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms
hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date) or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed in
writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) be obligated to permit such
extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any
Revolving Lender or the Borrower Representative that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension. 
 (c)
    Limitations on Amounts, Issuance
and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower Representative shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (x) the aggregate L/C Obligations shall not exceed the L/C Sublimit, (y) the Revolving Exposure of any Lender shall not exceed its
Revolving Commitment and (z) the Total Revolving Exposure shall not exceed the total Revolving Commitments. 

(
i)    No
L/C

Is
su
er

sha
ll
be
unde
r
an
y
obli
ga
ti
on
to
is
sue
an
y
Le
tte
r
of Credit if: 

(
A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit,
or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement
(for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Fifth Amendment Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss,


  
 65 













 
cost
or
ex
pe
nse
whic
h
wa
s
not
appli
cab
le

on
the
Fifth

Ame
ndme
nt
Effec
ti
ve
Date

and
whic
h
such

L/C

Is
su
er

in
good
 fai
th
dee
ms
mat
eri
al
 to
it;
 
 (B
)    the
iss
ua
nc
e
of
su
ch

Le
tt
er

of
Cre
dit
would
viol
ate

one
or more
polic
ie
s
of
suc
h
L/
C
Is
su
er

applica
ble
to
let
ter
s of
cre
dit
ge
ne
ral
ly
; 

(
C)
    except as otherwise agreed by the
Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000, in the case of a standby Letter of Credit; 

(
D)    any Revolving Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the
delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with
respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its
sole discretion. 
 (ii)
    No L/C Issuer shall be under any
obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept
the proposed amendment to the Letter of Credit. 

(
iii)    Nothwithstanding anything in this Section 2.16 or this Agreement to the contrary, no L/C Issuer shall issue a Letter of
Credit other than for the account of the Borrower Representative on behalf of the Captive Insurance Subsidiary. 

(
d)    Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (ix) the date
twelve (12) months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, twelve months after the then-current expiration date of such Letter
of Credit) and (x) the date that is five (5) Business Days prior to the Maturity Date. 

(e
)    Par
tic
ipa
tions. 

(
i)    By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the
expiration date thereof), and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such L/C Issuer, a participation
in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and 

  
 66 













 
irrevo
ca
bl
e
and

sha
ll

not
be
af
fe
ct
ed

by
 an
y
ci
rc
umst
an
ce

wh
atso
ev
er,

inc
luding an
y
am
endment,

ex
te
nsi
on,
reinst
at
em
ent

or
re
ne
wa
l
of
an
y
Le
tte
r
of
Cre
dit
or t
he occ
ur
re
nc
e
and

cont
inu
an
ce
 of

a
De
fa
ult
or r
edu
ct
ion
or
ter
mina
tion
of t
he Re
volvi
ng
Commit
me
nts
. 

(
ii)    In
 consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the applicable L/C Issuer, such Lender’s Applicable
Percentage of each L/C Disbursement made by an L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Lenders pursuant to Section 2.16(f) until such L/C Disbursement
is reimbursed by the Borrowers or at any time after any reimbursement payment is required to be refunded to the Borrowers for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders pursuant to this Section 2.16), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the
Borrowers pursuant to Section 2.16(f), the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that the Revolving Lenders have made payments pursuant to this clause (e) to reimburse such L/C
Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to reimburse an L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the
Borrowers of their obligation to reimburse such L/C Disbursement. 

(
iii)    Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically
adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the operation of Section 2.14, as a result
of an assignment in accordance with Section 11.06 or otherwise pursuant to this Agreement. 

(
iv)    If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any
amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.16(e), then, without limiting the other provisions of this Agreement, the applicable L/C Issuer shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C
Issuer 

  
 67 













 
in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of
any L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e)(vi) shall be conclusive absent manifest error.


(f
)    Reimbursement. If an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrowers shall jointly
and severally reimburse such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower Representative
receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such
time, provided that, if such L/C Disbursement is not less than $1,000,000, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed
with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or
Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof (the “Unreimbursed
Amount”) and such Lender’s Applicable Percentage thereof. Promptly upon receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to
Section 2.16(e)(ii), subject to the amount of the unutilized portion of the aggregate Revolving Commitments. Any notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.16(f) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(
g)    Obligations Absolute. Each Borrower’s joint and several obligation to reimburse L/C Disbursements as provided in clause
(f) of this Section 2.16 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of: 
 (i)
    any lack of validity or
enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein; 

(
ii)    the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any
time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated 

  
 68 













 
hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction; 

(
iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit; 
 (iv)
    waiver by any L/C Issuer of any
requirement that exists for such L/C Issuer’s protection and not the protection of the Borrowers or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrowers;


(
v)    honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a
draft; 
 (vi)
    any payment made by any L/C Issuer
in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or
the UCP, as applicable; 
 (vii)
    payment by the applicable L/C
Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; or any payment made by any L/C Issuer under such Letter of Credit to any Person purporting to be
a trustee in bankruptcy, debtor- in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or 

(
viii)    any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.16, constitute a legal or equitable discharge of, or provide a right of setoff against, each Borrower’s joint and several obligations hereunder. 

(
h)    Examination. The Borrower Representative shall promptly (but in no event later than five Business Days after receipt) examine
a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower Representative’s instructions or other irregularity, the Borrower Representative will
immediately notify the applicable L/C Issuer. The Borrower Representative shall be conclusively deemed to have waived any such claim against each L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 (i)
    Liability. None of the
Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer 

  
 69 













 
or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided that the
foregoing shall not be construed to excuse an L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted
by applicable Law) suffered by the Borrowers that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer (as finally determined by a court of competent jurisdiction), an L/C Issuer shall be deemed to have exercised care in each such
determination, and that: 
 (i)
    an L/C Issuer may replace a
purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; 

(
ii)    an L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of
Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such
Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; 

(
iii)    an L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if
such documents are not in strict compliance with the terms of such Letter of Credit; and 

(
iv)    this sentence shall establish the standard of care to be exercised by an L/C Issuer when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing). 

Without
 limiting the foregoing, none of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (A) any presentation that includes forged or fraudulent documents or
that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (B) an L/C Issuer declining to take-up documents and make payment, (C) against documents that are fraudulent, forged, or for
other reasons by which that it is entitled not to honor, (D) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (E) an L/C Issuer retaining proceeds of a Letter of
Credit based on an 

  
 70 













 
apparently applicable attachment order, blocking regulation, or
third-party claim notified to such L/C Issuer. 

(
j)    Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrowers when a Letter
of Credit is issued by it, (i) the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrowers for, and no L/C Issuer’s rights and remedies against the
Borrowers shall be impaired by, any action or inaction of any L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of
a jurisdiction where any L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers
Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 
 (k)
    Benefits. Each L/C Issuer shall act
on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C
Issuer. 
 (l)
    Letter of Credit Fees. The
Borrowers shall jointly and severally pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of
Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be (i) payable on the first Business Day following each fiscal quarter end, commencing with the first such
date to occur after the issuance of such Letter of Credit and (ii) accrued through and including the last day of each fiscal quarter in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be
drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 

(
m)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall jointly and severally pay
directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage separately agreed upon between the Borrower Representative and such L/C Issuer, computed on
the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable no later 

  
 71 













 
than the tenth Business Day after the end of each fiscal quarter
end in the most recently- ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. In
addition, the Borrowers shall jointly and severally pay directly to the applicable L/C Issuer for its own account the customary and reasonable issuance, presentation, amendment and other processing fees, and other standard and reasonable costs and
charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary and reasonable fees and standard and reasonable costs and charges are due and payable on demand and are nonrefundable. 
 (n)
    Disbursement Procedures. The L/C
Issuer for any Letter of Credit shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of
Credit. Such L/C Issuer shall promptly after such examination notify the Administrative Agent and the Borrower Representative in writing of such demand for payment if such L/C Issuer has made or will make an L/C Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse such L/C Issuer and the Lenders with respect to any such L/C Disbursement.


(
o)    Interim Interest. If the L/C Issuer for any standby Letter of Credit shall make any L/C Disbursement, then, unless the
Borrowers shall jointly and severally reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but
excluding the date that the Borrowers reimburse such L/C Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that if the Borrowers fail to reimburse such L/C Disbursement when due pursuant to clause (f) of this
Section 2.16, then Section 2.08(b) shall apply. Interest accrued pursuant to this clause (p) shall be for account of such L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to clause
(f) of this Section 2.16 to reimburse such L/C Issuer shall be for account of such Lender to the extent of such payment. 

(
p)    Re
ser
ve
d. 

(
q)    Ca
sh
Col
la
tera
liz
at
ion.
 
 (i)
    If any Event of Default shall occur
and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with L/C Obligations representing
at least 66- 2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this clause (q), the Borrowers shall immediately deposit into an account established and maintained on the books and records of the Administrative
Agent (the “Collateral Account”) an amount in cash equal to 105% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such Cash Collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without 

  
 72 













 
demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in
clause (f) of Section 8.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. In addition, and without limiting the foregoing or
clause (d) of this Section 2.16, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrowers shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such
L/C Obligations as of such date plus any accrued and unpaid interest thereon. 

(
ii)    The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the
Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at each Borrower’s risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent to reimburse each L/C Issuer for L/C Disbursements for
which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the joint and several reimbursement obligations of the Borrowers for the
L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the
Borrowers under this Agreement. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower Representative within three (3) Business Days after all Events of Default have been cured or waived. 

(r
)    L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, for so long as any
Letter of Credit issued by an L/C Issuer (other than TD Bank) is outstanding, such L/C Issuer shall deliver to the Administrative Agent on the last Business Day of each calendar month and on each date that (1) an L/C Credit Extension occurs or
(2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such
L/C Issuer. 
 (s)
    Letters of Credit Issued for
Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, the Captive Insursance Subsidiary, the Borrowers shall jointly and severally be obligated to
reimburse, indemnify and compensate the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of such Borrower. Each Borrower irrevocably waives any
and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the 

  
 73 













 
obligations of the Captive Insurance Subsidiary in respect of
such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Captive Insurance Subsidiary inures to the benefit of the Borrowers, and that each Borrower’s business derives substantial
benefits from the business of the Captive Insurance Subsidiary. 
 (t)
    Confli
ct

with
Is
su
er

Doc
ume
nts.
In

the
ev
ent

of
an
y
con
fl
ic
t
be
twee
n
the

ter
ms
hereo
f a
nd
the
ter
ms of
an
y
Issu
er

Do
cum
ent,
 the
ter
ms
 hereo
f
sha
ll
control.
 

2.17.    
Cash
Collater
al.
 

(a
)    Obligation to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one Business Day following the
written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving
effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. Additionally, if the Administrative Agent notifies the Company at any time that the Outstanding
Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company shall provide Cash Collateral for the Outstanding Amount of the
L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. 

(
b)    Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts
and all balances therein, and all other property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c). If
at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the applicable L/C Issuer as herein or that the total amount of such Cash Collateral is less
than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the
case of Cash Collateral provided pursuant to Section 2.15(a)(v), after giving effect to Section 2.15(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds
subject to deposit) shall be maintained in one or more Controlled Account at TD Bank. The Borrowers shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with
the maintenance and disbursement of Cash Collateral. 

(c
)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 2.17 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of 

  
 74 













 
the speci
fic

L/C

Obliga
ti
ons,
obli
ga
tions
to
fund
 parti
cip
at
ions

there
in
(i
nc
ludi
ng
,
as

to Ca
sh
Co
ll
at
eral

pr
ovi
de
d
by
 a
Re
volvin
g
Le
nde
r
th
at

is
a
Defau
lting

Le
nd
er,

an
y
inter
est
 accrue
d
on
suc
h
oblig
at
ion)
 and

othe
r
obliga
tion
s
for
which

the
Ca
sh
Co
ll
at
eral

wa
s
so pr
ovide
d,
pri
or
to
an
y
ot
he
r a
pplica
tion of
suc
h
prop
ert
y
as
 ma
y
be
pr
ovide
d
for

he
re
in. 

(
d)    Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or,
as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral;
provided, however, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other
Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held
to support future anticipated Fronting Exposure or other obligations. 

2.18.    
Ef
fec
t
of B
en
ch
ma
rk

Tra
ns
it
ion E
ve
nt
. 

(a
)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment
with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers so long as the Administrative Agent
has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the
Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section titled “Effect of Benchmark Transition
Event” will occur prior to the applicable Benchmark Transition Start Date. 

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

(c
)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the
Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related 

  
 75 













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

(
d)    Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrowers may revoke any request for a Borrowing of a LIBOR Rate Loan, conversion to or continuation of LIBOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will
be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of Base Rate based upon LIBOR will not be used in any determination of Base
Rate. 
 ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01.    Taxes. 

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in
the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such
deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. 

(ii)    If any Loan Party or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative
Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority
in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so 

  
 76 













 
that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient
receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(iii)    If any Loan Party or the Administrative Agent shall be required by any applicable
Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon
the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that
after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received
had no such withholding or deduction been made. 

(b)    Payment of
Other Taxes by the Loan Parties.    Without
limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable lawLaw
, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c)    Tax Indemnifications. (i) Each of the Loan Parties shall, and does
hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to
Section 3.01(c)(ii) below. 
 (ii)    Each Lender shall, and
does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party
has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the 

  
 77 













 
obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that
are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to
set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). 

(d)    Evidence of Payments. Upon request by the Borrower Representative or the
Administrative Agent, as the case may be, after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower Representative shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrower Representative, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return
required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower Representative or the Administrative Agent, as the case may be. 

(e)    Status of
Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable lawLaw
 or the taxing authorities of a jurisdiction pursuant to such applicable lawLa
w or reasonably requested by the Borrower
Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent,
shall deliver such other documentation prescribed by applicable
lawLaw
 or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation either (A)
set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below or (B) required by applicable
lawLaw
 other than the Code or the taxing authorities of the jurisdiction pursuant to such applicable
lawLaw
 to comply with the requirements for exemption or reduction of withholding tax in that jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, 

  
 78 













 
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii)    Without limiting the generality of the foregoing, in the event that a Borrower is a
U.S. Person, 
 (A)    any Lender that is a U.S. Person shall deliver to the Borrower
Representative and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

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

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


  

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



 

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


  

	 	(4)	 to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied
by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/or other certification documents 




  
 79 














	 	 
from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner; 



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

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

(iii)    Each Lender agrees that if any form or certification it previously delivered
pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Representative and the Administrative Agent in writing of
its legal inability to do so. 
 (f)    Treatment of Certain Refunds. Unless
required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender any refund of Taxes 

  
 80 













 
withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to
which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such
Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such
Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such
Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been
paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 

(g)    Survival. Each party’s obligations under this
Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all other Obligations. 
 3.02.    Illegality. If any Lender
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans,
or
cha
rg
e i
ntere
st with
resp
ect
 to
an
y
Lo
an
 or
L/C
 Credit Extension whose interest is determined by
reference to the LIBOR Rate, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in
the applicable interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate Loans to
LIBOR Rate Loans, shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the
Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, convert all LIBOR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to
the LIBOR 

  
 81 













 
Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such LIBOR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Administrative Agent shall during the
period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to
determine or charge interest rates based upon the LIBOR Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. 

3.03.    Inability to Determine Rates. If in connection with any request for a LIBOR
Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and
Interest Period of such LIBOR Rate Loan, or (ii)adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base
Rate Loan, or (b) the Required Lenders determine that for any reason the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such
LIBOR Rate Loan, the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, and (y) in the event of a
determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans or, failing that, will
be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

3.04.    Increased Costs; Reserves on LIBOR Rate Loans. 

(a)    Increased Costs Generally. If any Change in Law shall: 

(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e), or
any
L/C
Is
su
er
 other than as set forth below); 

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

  
 82 













 (iii)    impose on any Lender or an
y
L/C

Is
su
er

or the London interbank market any other condition,
cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or

an
y
Le
tt
er

of
Cre
dit
or
an
y
par
tic
ipa
tion therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any
Loan the interest on which is determined by reference to the LIBOR Rate (or of maintaining its obligation to make any such Loan), or to
incr
ea
se
the
cost
to
suc
h
Le
nd
er

or
su
ch

L/C

Issu
er

of

pa
rti
cip
ating
 in,
issuin
g
or
ma
inta
ining
an
y
Le
tt
er

of
Credit
(or
of
ma
int
ai
ning
its

obliga
tion
to

par
tic
ipa
te
in
or
to
is
sue

an
y
Le
tte
r
of
Cre
dit)
,
or
to reduce the amount of any sum received or receivable
by such Lender
or
suc
h
L/C

Is
su
er
 hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender
or
suc
h L/C
 Issuer, the Borrower Representative will pay to such Lender
or
suc
h
L/C

Is
suer
,
as

the

case

may
be, such additional amount or amounts as will
compensate such Lender
or

suc
h
L/
C
Is
su
er,

as
 the
case
ma
y
be
, for such additional costs incurred or reduction
suffered. 
 (b)    Capital Requirements. If any Lender or
suc
h
L/
C
Is
sue
r determines that any Change in Law affecting such
Lender or
suc
h
L/
C
Is
su
er

or any Lending Office of such Lender or such
Lender’s
or
suc
h
L/C

Is
su
er
 holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or

suc
h
L/C

Is
su
er
 capital or on the capital of such Lender’s
or
su
ch

L/C

Is
su
er
 holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Le
tte
rs

of
Cre
dit
or Swingline Loans held by, such Lender
or
the
Le
tt
er
s
of
Cre
dit
iss
ue
d
by
 such

L/C

Is
su
er, to a level below that which such Lender or such
L/C

Iss
ue
r
or
su
ch
 Lender’s or
suc
h
L/
C
Is
su
er
 holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or
suc
h
L/C

Is
su
er
 policies and the policies of such Lender’s
or
su
ch

L/C

Is
su
er
 holding company with respect to capital adequacy), then from time to time the Borrower Representative will pay to such Lender or
suc
h
L/C

Is
su
er,

as

the
case

ma
y
be,
 such additional amount or amounts as will compensate
such Lender or such
L/C

Is
su
er

or
suc
h Lender’s
or

suc
h
L/C

Is
su
er
 holding company for any such reduction suffered. 

(c)    Certificates for Reimbursement. A certificate of a Lender or
an

L/C

Is
su
er
 setting forth the amount or amounts necessary to compensate such
Lender
or
suc
h
L/C

Is
su
er
 or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower Representative shall be conclusive absent
manifest error. The Borrower Representative shall pay such Lender or
suc
h
L/C

Is
su
er
 the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d)    Delay in Requests. Failure or delay on the part of any Lender
or
an

L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section 3.04 shall not constitute a waiver of such
Lender’s

or
suc
h
L/C

Is
su
er
’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender
or
an
L/C
Iss
ue
r pursuant to the foregoing provisions of this Section
for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender
or
suc
h
L/C

Is
su
er,

as

the
case

ma
y
be
, notifies the Borrower Representative of the Change


  
 83 













 
in Law giving rise to such increased costs or reductions and of such
Lender’s

or
such
 L/C
Issu
er’s intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

(e)    Additional Reserve Requirements. The Borrower Representative shall pay to
each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or
the funding of the LIBOR Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as
determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower Representative shall have received at least 10
days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be
due and payable 10 days from receipt of such notice. 
 3.05.    Compensation for Losses. Upon
demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall jointly and severally promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result
of: 
 (a)    any continuation, conversion, payment or prepayment of any Loan other than
a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b)    any failure by any Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower Representative; or 

(c)    any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower Representative pursuant to Section 10.13; 
 including any loss of
anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or
from the performance of any foreign exchange contract. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate used in determining the LIBOR Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and
for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded. 

  
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 3.06.    Mitigation Obligations; Replacement
of Lenders. 
 (a)    Designation of a Different Lending Office. If any Lender
requests compensation under Section 3.04, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any
Lender,
an
y
L/C

Is
su
er
 or any Governmental Authority for the account of any
Lender
or
an
y
L/C

Iss
ue
r pursuant to Section 3.01, or if any
Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower Representative such
Lender
or
suc
h
L/C

Is
su
er
 shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender or
su
ch

L/C
Is
su
er, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender or
suc
h
L/C

Is
su
er,

as

the
case

ma
y
be,
 to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender or
suc
h
L/C

Is
su
er,

as

the
case

ma
y
be
. The Borrowers hereby jointly and severally agree to pay all reasonable costs and expenses incurred by any Lender
an
y
L/C

Iss
ue
r
in connection with any such designation or assignment. 

(b)    Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each
case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 10.13. 

3.07.    Survival. All obligations of the Loan Parties under this Article III
shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date. 

ARTICLE IV 
 CONDITIONS
PRECEDENT TO LOANS 
 4.01.    Conditions of Initial Loans. The obligation of each
Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent: 

(a)    The Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a
recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 

(i)    executed counterparts of this Agreement, sufficient in number for distribution to
the Administrative Agent, each Lender and the Borrower Representative; 

  
 85 













 (ii)     Notes executed by the
Borrowers in favor of each Lender requesting Notes; 
 (iii)    such certificates of
resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; 

(iv)    such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(v)    a favorable opinion of Greenberg Traurig, LLP, counsel to the Loan Parties, and
Husch Blackwell LLP, Missouri counsel to certain Guarantors (or such other Missouri counsel as may be reasonably acceptable to the Administrative Agent), in each case addressed to the Administrative Agent and each Lender, as to such matters
concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; 

(vi)    a certificate signed by a Responsible Officer of the Company certifying
(A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be
reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) that the Redemption Notes have been irrevocably called for redemption on June 15, 2015 in accordance with terms of the Redemption Notes
Indenture and that the Company has deposited with the trustee under such indenture the money sufficient to fully redeem the Redemption Notes as of such date in accordance with the terms of the Redemption Notes Indenture and, upon such redemption,
the Redemption Notes Indenture has been satisfied and discharged in accordance with (and subject to) the terms of such indenture, excepting those provisions that expressly survive satisfaction and discharge and (D) that the execution and
delivery of this Agreement and the incurrence of any Indebtedness hereunder does not violate Section 4.09 of the 2018 Senior Notes Indenture; 

(vii)     evidence that all insurance required to be maintained pursuant to the Loan
Documents has been obtained and is in effect; 
 (viii)    evidence that the Existing
Credit Agreement has been or concurrently with the Closing Date is being terminated; 

  
 86 













 (ix)    a Solvency Certificate signed by
a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Loan Parties, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated
hereby; 
 (x)    The Administrative Agent shall have received a Loan Notice with respect
to the Loans to be made on the Closing Date; 
 (xi)    Evidence reasonably satisfactory
to the Administrative Agent that (A) the Redemption Notes have been irrevocably called for redemption on June 15, 2015 in accordance with terms of the Redemption Notes Indenture, (B) the Company has deposited with the trustee under the
Redemption Notes Indenture the money sufficient to fully redeem the Redemption Notes as of such date in accordance with the terms of the Redemption Notes Indenture and, upon such redemption, the Redemption Notes Indenture has been satisfied and
discharged in accordance with (and subject to) the terms of the Redemption Notes Indenture, excepting those provisions that expressly survive satisfaction and discharge and (C) the Existing Credit Agreement shall be repaid in full on or prior
to the Closing Date; and 
 (xii)    such other assurances, certificates, documents,
consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 

(b)    The Administrative Agent and the Lenders shall have received all fees and expenses,
if any, owing pursuant to the TD Bank Fee Letter and Section 2.09. 

(c)    Unless waived by the Administrative Agent, the Borrowers shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and
disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of
accounts between the Company and the Administrative Agent). 
 Without limiting the generality of the provisions of the last
paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to
be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed
Closing Date specifying its objection thereto. 
 4.02.    Conditions to all Loans.
The obligation of each Lender to make a Loan on the occasion of a Borrowing (but excluding Revolving Loans the proceeds of which are to reimburse the Swingline Lender for Swingline Loans) and

the

L/C

Is
su
er

to

honor any request for an L/C Credit Extension is
subject to the following conditions precedent: 

  
 87 













 (a)    The representations and
warranties of the Loan Parties contained in Article V and in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date
of such Loans, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and
(b), respectively, of Section 6.01. 
 (b)    No Default shall exist,
or would result from such proposed Loans or from the application of the proceeds thereof. 

(c)    The Administrative Agent shall have received a Loan Notice, or the Administrative Agent and the applicable L/C Issuer shall have received a request for issuance of a Letter of Credit,
each in accordance with the requirements hereof. 

(d)    The incurrence of the Indebtedness in respect of such Borrowing is permitted under
Section 4.09 of the 2018 Senior Notes Indenture. 
 Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to
the other Type or a continuation of LIBOR Rate Loans) submitted by the Borrower Representative shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on
and as of the date of the applicable Loan. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

Each Loan Party represents and warrants to the Administrative Agent and the Lenders that: 

5.01.    Existence, Qualification and Power. Each Loan Party and each of its
Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is
duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case
referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative Agent
pursuant to the terms of this Agreement is a true and correct copy of each such document, each of which is valid and in full force and effect. 

5.02.    Authorization; No Contravention. The execution, delivery and performance by
each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) 

  
 88 













 
contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, including, without limitation, any Permitted Notes Indenture, or
(ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law. 

5.03.    Governmental Authorization; Other Consents. No material approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any
Loan Party of this Agreement or any other Loan Document, or (b) the exercise by the Administrative Agent or any Lender of its rights or the remedies under the Loan Documents other than authorizations, approvals, actions, notices and filings
which have been duly obtained. 
 5.04.    Binding Effect. 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. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principals of equity. 
 5.05.    Solvency.
(a) (i) The fair value of the assets of the Borrowers, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the
Borrowers, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) the Borrowers, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) the Borrowers, taken as a whole,
will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Closing Date. 

(b)    The Borrowers, taken as a whole, do not intend to, or will not permit any of their
Subsidiaries to, or believe that they or any of their Subsidiaries, taken as a whole, will, incur debts beyond their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by them or any such
Subsidiary and the timing of the amounts of cash to be payable on or in respect of their Indebtedness or the Indebtedness of their Subsidiaries, taken as a whole. The Borrowers will not permit any of their Subsidiaries, taken as a whole, to incur
debts beyond their ability to pay such debts as they mature, if, as a result of doing so, it could be reasonably expected to have a Material Adverse Effect on the Borrowers and their Subsidiaries, taken as a whole. 

  
 89 













 5.06.    Financial Statements; No Material Adverse
Effect. 
 (a)    The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes and Indebtedness. 

(b)    The unaudited consolidated balance sheets of the Company and its Subsidiaries dated
April 30, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the
period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.06 sets forth all material
indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness. 

(c)    Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

(d)    The consolidated forecasted balance sheet and statements of income and cash flows of
the Company and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time
of delivery of such forecasts, and represented, at the time of delivery, the Company’s best estimate of its future financial condition and performance. 

5.07.    Litigation. There are no actions, suits, proceedings, claims or disputes
pending or, to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.07, either
individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the
matters described on Schedule 5.07. 
 5.08.    No Default. Neither any Loan
Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is


  
 90 













 
continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 

5.09.    Ownership of Property; Liens. Each of the Company and each Subsidiary has
good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 

5.10.    Environmental Compliance. The Company and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a
result thereof the Company has reasonably concluded that, except as specifically disclosed in Schedule 5.10, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. 
 5.11.    Insurance. The properties of the Company and its
Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or the applicable Subsidiary operates. 

5.12.    Taxes. The Company and its Subsidiaries have filed all Federal, state and
other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect. 
 5.13.    ERISA
Compliance. 
 (a)    Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that
the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is
currently being processed by the IRS. To the best knowledge of the Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 

(b)    There are no pending or, to the best knowledge of the Company, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any 

  
 91 













 
Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that
has resulted or could reasonably be expected to result in a Material Adverse Effect. 

(c)    (i) No ERISA Event has occurred, and neither the Company nor any ERISA Affiliate is
aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Company and each ERISA Affiliate has met all applicable requirements under the
Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding
target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Company nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target
attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Company nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no
premium payments which have become due that are unpaid; (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has
been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension
Plan. 
 (d)    Neither the Company ornor any ERISA Affiliate maintains or contributes to, or has any
unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.13 hereto and
(B) thereafter, Pension Plans not otherwise prohibited by this Agreement. 
 (e)
    Each Borrower represents and
warrants as of the Fifth Amendment Effective Date that no Borrower is and will not be using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Pension Plans with respect to the Borrowers’
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement. 

5.14.    Subsidiaries; Equity Interests. The Company has no Subsidiaries other than
those specifically disclosed in Part (a) of Schedule 5.14, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified
on Part (a) of Schedule 5.14 free and clear of all Liens. The Company has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.14. 

5.15.    Margin Regulations; Investment Company Act.; Covered Entity.

 (a)    No Borrower is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock (within the 

  
 92 













 
meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b)    None of the Company, any Person Controlling the Company, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company Act of 1940. 
 (c)
    No
Lo
an
 Par
ty

is
 a
Cov
er
ed
 Entit
y.
 
 5.16.    Disclosure. The Borrower
Representative, on behalf of all Loan Parties, has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which the Company or any of its Subsidiaries is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on
behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 

5.17.    Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all
material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

5.18.    Taxpayer Identification Number. The true and correct U.S. taxpayer identification number
of each Borrower is set forth on Schedule 10.02. 
 5.19.    Casualty,
Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

5.20.    Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own,
or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights 

  
 93 













 
held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened, which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. 
 5.21.    OFAC. 

(a)    Sanctions Concerns. No Loan Party, nor any of its Subsidiaries, or, to the
knowledge of any Loan Party and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof is an individual or entity that is (i) currently the subject of any Sanctions, (ii) included on OFAC’s List
of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a
country or territory that is the subject of Sanctions. 
 (b)    Anti-Corruption Laws. Except as set forth on Schedule 5.21, and to the knowledge of the Loan Parties, the Loan Parties and their Subsidiaries have conducted their business in compliance in all material
respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions applicable to the Loan Parties, and have instituted and maintained policies and
procedures designed to promote and achieve compliance in all material respects with such laws. 

5.22.    Senior Credit Facility. The Obligations under this Agreement are a
“Senior Credit Facility” as defined in the 2018 Senior Notes Indenture and the 2020 Senior Notes Indenture. Any Obligations in respect of Swap Contracts complying with Section 6.16 will be Indebtedness under “Hedging
Obligations” for all purposes of the 2018 Senior Notes Indenture and the 2020 Senior Notes Indenture. 
 5.23.    
EEA
 Fi
na
nc
ial
Insti
tu
ti
on
s.
No
Lo
an
 Pa
rt
y
is
an
EE
A F
inan
ci
al

Insti
tution.
 

5.24.    
Beneficial Ownership
Certification. As of the Fifth Amendment Effective Date, the information included in any Beneficial Ownership
Certification provided on or prior to the Fifth Amendment Effective Date to the Administrative Agent or any the Lender in connection with this Agreement is true and accurate in all
respects. 
 5.25.    
Sec
ur
it
y
Inte
re
st
in

Collater
al. 

(a
)    When executed and delivered by the applicable Loan Parties on or prior to the
Spin-Off Effective Date, the provisions of the Collateral Documents will be effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first
priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings to be completed on or prior to the Spin-Off Effective Date and as contemplated hereby
and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens. 

  
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 (b)
    No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the grant by any Loan Party of the Liens to be granted by it pursuant to the
Collateral Documents, (b) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (c) the exercise by the Administrative Agent or any Lender of its remedies in
respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which will be duly obtained on or prior to Spin-Off Effective Date and (ii) filings to perfect the Liens
created by the Collateral Documents. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan, any L/C Credit Extension or other Obligation hereunder shall remain
unpaid or unsatisfied, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 

6.01.    Financial Statements. Deliver to the Administrative Agent (and the Administrative Agent
will furnish to each Lender promptly after receipt thereof) in form and detail satisfactory to the Administrative Agent: 

(a)    as soon as available, but in any event within 90 days after the end of each fiscal
year of the Company or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such
fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as
to the scope of such audit; and 
 (b)    as soon as available, but in any event within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a
consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Company’s fiscal year then
ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Company’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in 

  
 95 













 
reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company as fairly presenting the financial
condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and 

(c)    as soon as available, but in any event not later than 92 days after the beginning of
each fiscal year of the Company, forecasts prepared by management of the Company, in form satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the
Company and its Subsidiaries for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs). 
 As
to any information contained in materials furnished pursuant to Section 6.02(c), the Company shall not be separately required to furnish such information under subsection (a) or (b) above, but the foregoing
shall not be in derogation of the obligation of the Company to furnish the information and materials described in subsections (a) and (b) above at the times specified therein. 

6.02.    Certificates; Other Information. Deliver to the Administrative Agent (and
the Administrative Agent will furnish to each Lender promptly after receipt thereof), in form and detail satisfactory to the Administrative Agent: 

(a)    concurrently with the delivery of the financial statements referred to in
Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended April 30, 2015), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer,
treasurer or controller of the Company (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart
thereof for all purposes); 
 (b)    promptly after any request by the Administrative
Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Company by independent accountants in connection with the
accounts or books of the Company or any Subsidiary, or any audit of any of them; 

(c)    promptly after the same are available, copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements,
includin
g,

without
lim
it
ation,
 the
For
m 10, which the Company may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d)    promptly after the furnishing thereof, copies of any statement or report furnished
to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise 

  
 96 













 
required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; 

(e)    promptly, and in any event within five Business Days after receipt thereof by any
Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such
agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; 

(f)    
Withinwith
in ten (10) days prior to any merger,
consolidation, dissolution or other change in entity structure of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in entity structure to the Administrative Agent, along with such other
information as reasonably requested by the Administrative Agent.
Provide; 
 (g)
    provide
 notice to the Administrative Agent, not less than ten (10) days prior (or such shorter period of time as agreed to by the Administrative Agent) of any change in any Loan Party’s legal
name, state of organization, or organizational existence. 
 (h)
    (g) Not later
than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any
instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise
have a Material Adverse Effect and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably
request; and 

(
i)    promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or
any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act; 

(
j)    to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an
updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of
beneficial owners identified in such certification; and 

(
k)    (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company
or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be 

  
 97 













 
delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the
Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any
Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each
Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no
obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 Each Loan Party
hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Loan Parties or their respective Affiliates, or the respective securities of any of
the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan
Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Loan Parties or their respective securities
for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

6.03.    Notices. Promptly notify the Administrative Agent (and the Administrative
Agent will notify each Lender promptly after receipt thereof): 
 (a)    of the
occurrence of any Default; 
 (b)    of any matter that has resulted or could reasonably
be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default 

  
 98 













 
under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws; 

(c)    of the occurrence of any ERISA Event; and 

(d)    of any material change in accounting policies or financial reporting practices by
the Company or any Subsidiary, including any determination by the Company referred to in Section 2.10(b). 

Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), the
Loan Parties will notify the Administrative Agent of any occurrence of any Disposition or Involuntary Disposition of property or assets for which (with the passage of time) the Borrowers are required to make a mandatory prepayment pursuant to
Section 2.05(b)(i). 
 Each notice pursuant to this Section 6.03 shall
be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04.    Payment of Obligations. Pay and discharge as the same shall become due and
payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as
and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 

6.05.    Preservation of Existence, Etc. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.06.    Maintenance of Properties. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 

  
 99 













 6.07.    Maintenance of Insurance. 

(a
)    Maintain with financially
sound and reputable insurance companies not Affiliates of the Company(or

be
se
lf-
insur
ed

pur
su
ant

to
an

insura
nc
e
pr
og
ram

invol
ving
a Captive
Insurance
Subsidi
ar
y)
, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in
such amounts (after giving effect to any self- insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the
Administrative Agent of termination, lapse or cancellation of such insurance., and, on and after the Spin-Off Effective Date, as required pursuant to the Collateral Documents. Notwithstanding anything
in this Section 6.07(a) to the contrary, any insurance program established after the Fifth Amendment Effective Date involving a Captive Insurance Subsidiary shall have terms and coverages consistent in all material respects with the terms and
coverages that are in effect prior to the Fifth Amendment Effective Date. 

(
b)    On the Spin-Off Effective Date, cause the Administrative Agent to be named as lenders’ loss payable, loss payee or
mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each
provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative Agent twenty (20) days prior written
notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums).  

6.08.    Compliance with Laws. Comply with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 

6.09.    Books and Records. (a) Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be; and (b) maintain
such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company or such Subsidiary, as the case may be. 

6.10.    Inspection Rights. Permit representatives and independent contractors of the
Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records,
and

aft
er

the S
pin-
Of
f
Ef
fective

Dat
e,

the C
olla
te
ra
l,
and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the
Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however, (i) that, in the absence of a continuing Event of
Default, only one such visit or inspection shall be permitted in any calendar 

  
 100 













 
year and (ii) when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do
any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.
 
 6.11.    Use of
Proceeds. Use the proceeds of the Loans (i) to repay in full all amounts in respect of the Existing Credit Agreement and (ii) for general corporate purposes not in contravention of any Law or of any Loan Document, including, without
limitation, Permitted Acquisitions, Permitted Business Acquisitions, Permitted Share Repurchases, Permitted Note Repurchases and Redemptions and working capital purposes. 

6.12.    Additional Subsidiary Guarantors; Foreign Subsidiaries.; 
Additional Collateral. 

(a)    Notify the Administrative Agent at the time that (i) any Person becomes a
Domestic Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary Holdco), (ii) any Excluded Subsidiary ceases to constitute an Excluded Subsidiary or (iii) a Foreign Subsidiary Holdco ceases to be a Foreign Subsidiary Holdco, and
promptly thereafter (and in any event within thirty (30) days), cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (B) , (B) commencing as of the Spin-Off Effective Date, grant Liens to the Administrative Agent, for the benefit of the Secured
Parties, in all of its tangible and intangible personal property, including Pledged Securities, now owned or hereafter acquired by it and
(C) deliver to the Administrative Agent documents
of the types referred to in clauses (iii) and (iv) of Section 4.01(a), favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation
referred to in
thi
s clause (a)) and such other documents or agreements as
the Administrative Agent may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agent. 

(b)    With respect to the creation or acquisition on any date after the Closing Date, of a
First Tier Foreign Subsidiary (other than an Immaterial Subsidiary) or a Foreign Subsidiary Holdco, or if such a First Tier Foreign Subsidiary is no longer an Immaterial Subsidiary on any date, the Borrower Representative shall deliver (or cause to
be delivered) to the Administrative Agent as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such date, for the benefit of the Lenders and any Affiliate
Counterparties or other Affiliates of any Lenders holding any Obligations, the share certificates (or other evidence of equity), if any, owned by a Loan Party and related undated stock transfer powers executed in blank pursuant to the terms of a
pledge agreement executed by the appropriate Loan Party; provided, however, that no Loan Party shall be required to pledge more than the Applicable Pledge Percentage of the outstanding shares or other Equity Interest in any such First Tier Foreign
Subsidiary or Foreign Subsidiary Holdco. 
 (c)    With respect to any foreign shares
pledged to the Administrative Agent, for the benefit of the Lenders and any Affiliate Counterparties or other Affiliates of any Lenders holding any Obligations, on or after the Closing Date, the Administrative Agent 

  
 101 













 
shall, at all times thereafter, in the discretion of the Administrative Agent or the Required Lenders, have the right to perfect, at the Borrowers’ cost, payable upon request therefor
(including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its security interest in the pledged securities in the respective foreign jurisdiction; provided that, the
Administrative Agent, in its reasonable discretion and in consultation with the Borrower Representative, may waive the requirements of this subsection (c) with respect to the perfection of any pledged securities in any foreign
jurisdiction to the extent that it determines that the costs of perfecting its security interests in such pledged securities are excessive in relation to the value of the security to be afforded thereby. 

(
d)    Collateral Access Agreements. Commencing as of the Spin-Off Effective Date, in the
case of (i) (A) each headquarter location of the Loan Parties, each other location where any significant administrative or governmental functions are performed and each other location where the Loan Parties maintain any books or records
(electronic or otherwise) and (B) the Loan Parties’ facility at 1800 N. Route Z, Columbia, Missouri, the Loan Parties will provide the Administrative Agent with a Collateral Access Agreement from the respective landlords of such
real property and (ii) any personal property Collateral located at any other premises leased by a Loan Party containing personal property Collateral with a value in excess of $10,000,000, within thirty (30) days after the Spin-Off
Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion), the Loan Parties will provide the Administrative Agent with a Collateral Access Agreement from the landlords on such real property to the extent the
Loan Parties are able to secure such Collateral Access Agreements after using commercially reasonable efforts (such Collateral Access Agreements shall be in form and substance satisfactory to the Administrative Agent). 
 (e)
    Deposit Account Control Agreements.
Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or
maintained with any Person, other than (i) deposit accounts held at TD Bank, (ii) deposit accounts that are maintained at all times with depositary institutions as to which the Administrative Agent shall have received a Deposit Account
Control Agreement, (iii) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a control agreement on terms satisfactory to the Administrative Agent,
(iv) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at TD Bank and (v) other deposit accounts, so long as at any time the balance in any such account does not exceed $2,000,000 and
the aggregate balance in all such accounts does not exceed $2,000,000. 

(f
)    Further Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further
instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the
Collateral that are duly perfected in accordance with the 

  
 102 













 
requirements of, or the obligations of the Loan Parties under,
the Loan Documents and all applicable Laws. 

6.13.    Depository Banks. Maintain TD Bank as a principal depository bank, including
for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business. 

6.14.    Further Assurances. Promptly upon request by the Administrative Agent, or
any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re- register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the
Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’
properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of
the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured
Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. 
 6.15.    Anti-Corruption Laws.
Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions applicable to the Loan Parties
and maintain policies and procedures designed to promote and achieve compliance in all material respects with such laws. 

6.16.    Interest Rate
Hedging.
S&WAOBS
C shall enter into prior to September 13, 2015 and
maintain at all times thereafter, interest rate Swap Contracts with one or more Lenders or Affiliate Counterparties, or with other Persons acceptable to the Administrative Agent and the Required Lenders, covering a notional amount of not less than
75% of the aggregate outstanding Term Loans. 
 6.17.    2020 Senior Notes.
Use the proceeds of the 2020 Senior Notes solely in respect of a Permitted Note Repurchase and Redemption as to the 2018 Senior Notes. 

ARTICLE VII 
 NEGATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan
an
y
L/C

Credit Extension or other Obligation hereunder shall
remain unpaid or unsatisfied, the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly: 

  
 103 













 7.01.    Liens. Create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the
following
(t
he
“Permi
tte
d
Li
ens
”)
: 
 (a)    Liens pursuant to
any Loan Document securing the Obligations; 
 (b)    Liens existing on the Closing Date
and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by
Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by
Section 7.03(b); 
 (c)    Liens for Taxes not yet due or which
are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d)    carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person; 

(e)    pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

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

(g)    easements, rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable
Person; 
 (h)    Liens securing judgments for the payment of money not constituting an
Event of Default under Section 8.01(h); 
 (i)    Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness
secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; 

(j)    in connection with any Acquisition, any Lien on personal property of the acquisition
target with respect to capital leases or purchase money Indebtedness existing 

  
 104 













 
prior to acquisition by the Company or any Subsidiary, provided that (i) such Lien shall be limited to the assets financed by such capital lease or purchase money Indebtedness,
(ii) such Lien shall not apply to the inventory, accounts and general intangibles of the acquisition target, (iii) such Lien shall not apply or extend to any other assets or property of any Borrower or any other Subsidiary, (iv) such
Lien shall secure only those obligations it secures on the date of such acquisition, including any extensions, renewals and replacements thereof, and no future obligations, and (v) such Lien was not granted in contemplation of or in connection
with such Acquisition; 
 (k)    Liens arising out of sale and leaseback transactions
permitted by Section 7.17, provided that such Liens do not at any time encumber any property other than the property which is the subject of such sale and leaseback transactions; 

(l)    Liens of a collecting bank arising in the ordinary course of business under the
Uniform Commercial Code covering only the items being collected upon; and 
 (m)    Liens
granted by any Loan Party to any Receivable Purchaser pursuant to any Receivable Financing Documents, provided that such Liens attach only to accounts receivable transferred to the applicable Receivable Purchaser under the applicable Receivable
Financing Documents and to proceeds thereof. 
 7.02.    Investments. Make any
Investments, other than the following: 
 (a)    Permitted Investments or Permitted
Foreign Subsidiary Loan and Investments; 
 (b)    (i) Investments in existence on the
Closing Date by a Borrower in Equity Interests of its Subsidiaries and (ii) other Investments in existence on the Closing Date as described in Schedule 7.02; provided, that, other than to the extent permitted by clause
(c) below, the amount in each case of (i) and (ii) is not increased after the date of this Agreement; 

(c)    Investments after the date hereof by a Borrower in Equity Interests in a Guarantor;

 (d)    loans or advances made by any Borrower to any other Borrower or any Guarantor
and made by any Guarantor to any Borrower or any other Guarantor; 
 (e)    guarantees
constituting Indebtedness permitted by Section 7.03 or arising by endorsement of items for deposit or collection received in the ordinary course of business; 

(f)    Investments by a Borrower in any Subsidiary to the extent required to make a
Permitted Acquisitions or Permitted Business Acquisitions in accordance with the terms of this Agreement; 

  
 105 













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

 (h)    Investments in the form of Swap Contracts permitted by
Section 7.03; 
 (i)    Investments of any Person existing at the time such
Person becomes a Subsidiary of the Company or consolidates or merges with the Company or any of the Subsidiaries so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; 

(j)    Investments received in connection with the dispositions of assets permitted by
Section 7.05; 

(
k)    In
ve
stm
ents

in
the
Ca
pt
iv
e
Ins
ura
nc
e
Subsidi
ar
y
in
the
fo
rm

of
the
is
suance
 of a
Le
tte
r
of
 Cre
dit p
ur
sua
nt
to t
his
Ag
ree
me
nt
on
be
ha
lf
of
the
Ca
ptive

Insur
ance
Subsidi
ar
y;
 and 
 (l)
    (k) Investments, in the aggregate, not exceeding $5,000,000 in the aggregate in any fiscal year of the Company;
provided, however, that the amount of Investments permitted under this clause (kl) will be increased in any fiscal year by an amount equal to amounts
not expended in prior fiscal years (commencing with the Company’s fiscal year that commenced May 1, 2015). 

7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 

(a)    Indebtedness under the Loan Documents; 

(b)    Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and
any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or
other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; 

(c)    Guarantees of the Company or any Subsidiary in respect of any contractual right or
Indebtedness otherwise permitted hereunder of the Company or any wholly-owned Subsidiary; 

(d)    obligations (contingent or otherwise) of the Company or any Subsidiary existing or
arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments,
assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”; 

  
 106 













 (e)    Indebtedness in respect of
capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, that after giving effect to the incurrence of such
Indebtedness, the Loan Parties will remain in compliance with Section 7.11; 

(f)    Indebtedness which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clause (b) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional property
of any Borrower, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a
shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such
Indebtedness and (vi) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include
subordination terms and conditions that are at least as favorable to the Lender Parties as those that were applicable to the refinanced, renewed, or extended Indebtedness; 

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

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

(i)    Indebtedness in respect of any Permitted Notes; 

(j)    Intercompany Debt; 

(k)    Indebtedness in respect of (i
) reimbursement obligations owed to TD Bank with
respect to letters of credit issued by TD Bank for the account of a Loan Party; and
unde
r
the

Ma
st
er

Le
tte
r
of

Cre
dit
Ag
re
em
ent
 and
 (ii)
 Ba
nk
Pr
oduc
t
Oblig
at
ions;

and
 
 (l)    other unsecured
Indebtedness not contemplated by the above provisions; provided that, after giving effect to the incurrence of such Indebtedness, the Loan Parties will remain in compliance with the financial covenants set forth in
Section 7.11. 
 7.04.    Fundamental Changes. Merge, dissolve,
liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that,
so long as no Default exists or would result therefrom: 

  
 107 













 (a)    any Borrower or any Subsidiary
may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries (other than a Borrower), provided that when any Guarantor is merging with
another Subsidiary, the Guarantor shall be the continuing or surviving Person; 

(b)    any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to a Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be a Borrower or a Guarantor; pr
ovide
d,
fu
rt
her
,
th
at

the
Lo
an

Par
ti
es

sha
ll
be
per
mit
te
d
to c
onsum
ma
te the
Outdoor
 Pr
oduc
ts
Group

Spin-
Of
f
so
long
as

the
Lo
an

Part
ie
s
ha
ve s
atisfi
ed
 the
Spin
-O
ff

Co
nditi
ons; 

(c)    in connection with any Permitted Acquisitions or Permitted Business Acquisitions,
any Subsidiary of a Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of
such Borrower and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person; 

(d)    No Loan Party will, or will permit any of its Subsidiaries to, form any new
Subsidiary which is a Foreign Subsidiary, except to the extent permitted under the definition of “Permitted Foreign Subsidiary Loan and Investment”; and 

(e)    Any Loan Party (other than a Borrower) that is a corporation may convert to a
limited liability company so long as (a) the Organization Documents of such limited liability company are substantially similar to the Organization Documents of any other Loan Party that is a limited liability company on the Closing Date,
(b) the Administrative Agent is satisfied, in its sole and absolute discretion, that the liabilities and obligations of such Loan Party under the Loan Documents continue to be vested in the converted Loan Party and, (c) the Administrative Agent is provided not less than 10 Business Days prior written notice of such
conversion)
and

(d)
 
the
co
nv
ert
ed

Lo
an

Par
ty
 sha
ll
ta
ke
all

actions
as
ma
y
be

re
quire
d
to
pr
ese
rve

th
e
va
li
dit
y
and

pe
rfec
tion
of
the
Li
ens

unde
r
the
Collateral
 Docum
en
ts
. 
 7.05.    Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except: 

(a)    Permitted Transfers; 

(b)    Dispositions of obsolete or worn out property, whether now owned or hereafter
acquired, in the ordinary course of business; 
 (c)    Dispositions of equipment or real
property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property; 

  
 108 













 (d)    Dispositions permitted by
Section 7.04; 
 (e)    licenses of IP Rights in the ordinary course of
business and substantially consistent with past practice; 
 (f)    sale and leaseback
transactions permitted by Section 7.17; 
 (g)    dispositions resulting from
any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; 

(
h)    the
Ou
tdoor
 Pr
odu
cts

Gr
oup S
pin-
Of
f
so
lon
g a
s
the
Lo
an

Par
ti
es

have satisfied
the
Spin
-O
ff

Co
nditi
ons; and 

(
i)    (h) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05;
provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on
this clause
(hi
) in any single fiscal year shall not exceed ten percent (10%) of the total book value of the assets of the Company and its Subsidiaries on a consolidated basis for the most recently-ended
fiscal year
(for the purposes of the foregoing calculation, for the fiscal year of the Company in which the Outdoor
Products Group Spin-Off occurs, such calculation shall be made on a pro forma basis for the consummation of the Outdoor Products Group Spin-Off as if it had occurred on the last day of the fiscal year immediately preceding the year in which the
Outdoor Products Group Spin-Off occurs). 

For
 the avoidance of doubt, the Loan Parties agree that no Loan Party that owns intellectual property that is material to the business of the other Loan Parties, taken as a whole, may be transferred, directly or indirectly, to any Excluded
Subsidiary. 
 7.06.    Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described
below or would result therefrom: 
 (a)    each Subsidiary of the Company (including,
without limitation, S&WAOBSC
) may make Restricted Payments to the Company, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made; 

(b)    the Company and each Subsidiary (including, without limitation, S&WAOBSC
) may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; 

(c)    the Company may make Permitted Share Repurchases; 

  
 109 













 (d)    the Company may make Permitted
Note Repurchases and Redemptions; and 
 (e)    the Company may make Permitted Dividends.


Notwiths
ta
nding
the
fo
re
goi
ng
,
the
Lo
an

Par
ti
es

ma
y
consu
mm
at
e
the
Ou
tdoor
Products Group
Spin
-O
ff

so
lo
ng

as
 the

Lo
an
 Par
tie
s
have

sa
tisfie
d
the
Spin
-O
ff

Co
nd
itions.
 
 7.07. Change in Nature of Business. Engage in any
material line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the date hereof or any business substantially related or incidental thereto. 

7.08.    Transactions with Affiliates. Enter into any transaction of any kind with
any Affiliate of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the
time in a comparable arm’s length transaction with a Person other than an Affiliate. 
 7.09. Burdensome
Agreements. With the exception of (x) the 2018 Senior Notes Indenture and the 2020 Senior Notes Indenture and (y) any other Permitted Notes Indenture, enter into, or permit to exist, any Contractual Obligation (other than this
Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to a Borrower or any Guarantor or to otherwise transfer property to a Borrower or any Guarantor, (ii) of any
Subsidiary to Guarantee the Indebtedness of the Borrowers; (iii) of any Borrower to incur Indebtedness under this Agreement); or (iv) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person; provided, however, that this clause (iv) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the extent any such
negative pledge relates to the property financed by or the subject of such Indebtedness or (B) the negative pledge provisions set forth in any Receivable Financing Documents; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person. 

7.10.    Use of Proceeds. Use the proceeds of any Loan
or
an
y
L/C

Cre
dit
Ex
te
nsi
on, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose. 
 7.11.    Financial Covenants. 

(a)    Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed
Charge Coverage Ratio as of the end of any fiscal quarter of the Company to be less than 1.50:1.00. 

(b)    Adjusted Consolidated Leverage Ratio. Permit the Adjusted Consolidated
Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than 3.25:1.00. 

  
 110 













 7.12.    Sanctions. Directly or
indirectly, use the proceeds of any Loan or any L/C Credit Extension, or lend, contribute or otherwise make
available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual, or entity, or in any jurisdiction, that, at the time of such funding, is the subject of
Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, Swingline Lender,
L/C

Is
su
er
 or otherwise) of Sanctions. 
 7.13.    Amendments of
Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes. 

(a)    Amend any of its Organization Documents in any manner adverse to the interests and
rights of the Administrative Agent or any Lender under the Loan Documents (it being acknowledged and agreed that the conversion of any Loan Party that is a corporation (other than a Borrower) to a limited liability company shall not be deemed to
adversely affect the interests and rights of the Administrative Agent or any Lender so long as (a) the Organization Documents of such limited liability company are substantially similar to the Organization Documents of any other Loan Party that
is a limited liability company on the Closing Date, (b) the Administrative Agent is satisfied, in its sole and absolute discretion, that the liabilities and obligations of such Loan Party under the Loan Documents continue to be vested in the
converted Loan Party and (c) the Administrative Agent is provided not less than 10 Business Days prior written notice of such conversion); 

(b)    change its fiscal year; 

(c)    without providing ten (10) days prior written notice to the Administrative
Agent (or such shorter period of time as agreed to by the Administrative Agent), change its name, state of formation, form of organization or principal place of business; or 

(d)    make any material change in accounting policies or reporting practices, except as
required by GAAP. 
 7.14. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy
or obligate itself to do so prior to the scheduled maturity thereof in any manner (including by the exercise of any right of setoff), or make any payment in violation of any subordination, standstill or collateral sharing terms of or governing any
Indebtedness, except (a) the prepayment of the Loans in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness set forth in Schedule 7.02 and
refinancings and refundings of such Indebtedness in compliance with Section 7.02(b) and (c) a Permitted Note Repurchase and Redemption. 

7.15.    Amendment, Etc. of Indebtedness. Amend, modify or change in any manner any
term or condition of any material Indebtedness, including, without limitation, any Permitted Notes, but excluding the Indebtedness arising under the Loan Documents, if such amendment or modification would add or change any terms in a manner
materially adverse to the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. Except as otherwise


  
 111 













 
permitted hereunder, without limiting the foregoing, the Company will not permit any Subsidiary to Guarantee any Permitted Notes or any other Indebtedness without the prior written consent of the
Required Lenders. 
 7.16.    Holding Company Covenant. Permit the Company to
engage in any business or activity other than the ownership of all the outstanding shares of capital stock of its Subsidiaries and activities incidental thereto. The Company will not own or acquire any assets (other than Equity Interests of its
Subsidiaries as permitted hereunder, the Master Account and the cash proceeds of any Restricted Payments permitted by Section 7.06) or incur any liabilities (other than liabilities under the Loan Documents and liabilities
reasonably incurred in connection with its maintenance of its existence), except in accordance with this Agreement. 

7.17. Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred, except as permitted by Schedule 7.17 and except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value
of such fixed or capital asset and is consummated within ninety (90) days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset. 

7.18.    Excluded Subsidiary Covenant. Except as otherwise permitted hereunder,
permit any Excluded Subsidiary
(oth
er

tha
n
a C
aptive

In
su
ran
ce

Subs
idi
ar
y)
 to, directly or indirectly, (i) enter into or permit to exist any transaction or agreement (including any agreement for the incurrence or assumption of Indebtedness, other than the
Obligations or the granting of a Lien, other than to secure the Obligations), between itself and any other Person, (ii) engage in any business or conduct any activity (other than the holding of any Investment held on the Closing Date
(including, without limitation, increasing any such Investment in accordance with the terms of this Agreement) and the performance of ministerial activities and payment of taxes and administrative fees), (iii) transfer any of its assets to, or
consolidate or merge with or into, any other Person, (iv) own any property or asset, other than property or assets held on the Closing Date or (v) have any Subsidiaries. 

7.19.    Anti-Corruption Laws. Use any Loan or Le
tt
er

of
Cre
dit
or the proceeds of any Loan
or
an
y L
/C C
redit

Ex
te
nsi
on for any purpose which would breach the United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions applicable to the Loan Parties. 

7.20.    Senior Credit Facility. After the Closing Date, enter into any Permitted
Notes Indenture that prohibits or limits the incurrence of Indebtedness under this Agreement or any other Obligation. 
 7.21.    
In
su
ra
nc
e
Subs
id
iary
.
N
ot
wi
thst
anding
 anything to the contrary in this Credit Agreement, the Captive Insurance Subsidiary shall not engage in any business other than the business of serving as a captive insurance company for the Company and its Subsidiaries engaged in the firearms
business and engaging in such necessary activities relate
d
the
re
to
as

ma
y
be


  
 112 













 
permitted
 to be engaged in by a captive insurance company pursuant to applicable Laws, rules and regulations and no Loan Party shall make any Investment in the Captive Insurance Subsidiary except to the extent required by Law or as reasonably permitted by
the Required Lenders. 
 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

8.01.    Events of Default. Any of the following shall constitute an Event of Default: 

(a)    Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when
and as required to be paid herein, any amount of principal of any Loan or
an
y
L/C
 Obliga
tion
or
de
posi
t
an
y
funds

as

Ca
sh
Coll
at
er
al

in
resp
ect

of
L/
C
Ob
li
ga
tion
s, or (ii) within five days after the same becomes
due, any interest on any Loan
or
on
an
y
L/C
 Obliga
tion, or any fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

(b)    Specific Covenants. The Company fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03(a), 6.05, or 6.11 or Article VII, or 

(c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant
or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or 

(d)    Representations and Warranties. Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material
respect when made or deemed made; or 
 (e)    Cross-Default.
(i) The Company or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold
Amount, (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness
to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateralCash

Coll
at
eral
 in respect 

  
 113 













 
thereof to be demanded; (ii) (A) an “Event of Default” occurs under any Swap Contract or any other existing or future agreement (related or unrelated) between the Company or any
Subsidiary and any Lender, any Affiliate Counterparty or any other Affiliate of any Lender where the Company or such Subsidiary is the defaulting party or (B) there occurs under any other Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from any Event of Default (as defined in such Swap Contract) under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value
owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii);
the Company or any Subsidiary (A) fails to make any payment in respect of any Indebtedness (other than the Obligations) owed pursuant to the Master Letter of Credit Agreement when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (B) fails to perform or observe any other condition
or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to the Master Letter of Credit Agreement, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of
such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated
maturity (without regard to any subordination terms with respect thereto).; or 

(f)    Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person
and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or 

(g)    Inability to Pay Debts; Attachment. (i) The Company or any Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or 

(h)    Judgments. There is entered against the Company or any Subsidiary
(i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either


  
 114 













 
case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or 

(i)    ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or
(ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of the Threshold Amount; or 
 (j)    Invalidity of Loan
Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in
full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or 
 (k)    Change of Control. There
occurs any Change of Control; or 

(
l)    Collateral Documents. After the Spin-Off Effective Date, any Collateral Document shall for any reason cease to create a valid
and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens; or 

(
m)    (l) Permitted Notes
Indenture. The occurrence of any “Event of Default” under and as defined in a Permitted Notes Indenture. 

Without limiting the provisions of Article VIII, if a Default shall have occurred under the Loan Documents, then such Default
will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by the Administrative Agent (with the approval of the requisite Appropriate Lenders (in
their sole discretion) as determined in accordance with Section 10.01. 

8.02.    Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a)    declare the Commitment of each Lender to make Loans and

an
y
obli
ga
tion of
ea
ch

L/C

Is
su
er

to
ma
ke
L/C

Credit

Ex
te
nsi
ons
to be terminated, whereupon such Commitments and
obliga
ti
ons shall be terminated; 

(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under 

  
 115 













 
any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; 

(c
)    require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with
respect thereto); and 
 (d)
    (c) exercise on
behalf of
itself,
the

Le
nde
rs
 and the
LendersL/
C
Is
su
ers
 all rights and remedies available to it,
the L
end
ers
 and the
LendersL/C

Issu
er
s under the Loan Documents
or
applic
ab
le

La
w
or e
quit
y; 

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make Loans and
 an
y
obli
ga
ti
on
of
each

L/C

Issu
er

to
ma
ke
L/C

Credit

Ex
te
nsi
ons shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable,
and

the
obliga
tion
of
the
Bo
rro
wer
s
to
Ca
sh
Coll
at
erali
ze

the
L/C

Obli
ga
tions
as

af
ore
sa
id

sha
ll
autom
ati
cal
ly
 bec
om
e
effec
ti
ve
, in each case without further act of the
Administrative Agent or any Lender. 
 If any Event of Default has occurred and is continuing, the Lenders, any Affiliate
Counterparties or other Affiliates of Lenders may pursue any and all remedies provided for under any Swap Contracts. 

8.03.    Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable
and

the

L/C
 Obliga
tions
ha
ve
autom
ati
cal
ly

bee
n
requi
re
d
to
be
Ca
sh
Coll
at
era
liz
ed
 as set forth in the proviso to Section 8.02), any amounts received on account of the
Obligations,
in
clud
in
g,

without
limitat
ion,
aft
er

the
Sp
in
-O
ff

Ef
fec
ti
ve
Da
te
,
pr
oc
ee
ds
of
Coll
at
eral
, shall, subject to the provisions of Section
2.15, be applied by the Administrative Agent in the following order: 
 First, to payment of that portion
of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its
capacity as such; 
 Second, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal and, interest and
 Le
tte
r
of
Cre
dit
Fee
s) payable to the Lenders and

L/
C
Is
su
ers
 (including fees, charges and disbursements of counsel to the respective Lenders
and

the

L/C

Issu
ers
 (including fees and time charges for attorneys who may be employees of any
Lender
or
an
y
L/C

Is
su
er) and amounts payable under
 Article III),
ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter
of
Credit

Fe
es

and
 interest on the Loans,
L/C

Adv
an
ces
 and other Obligations, ratably among the Lenders
and

the

L/
C
Is
su
ers
 in proportion to the respective amounts described in this clause Third payable to them; 

  
 116 













 Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and Swap Obligations, ratably among the Lenders, Affiliate Counterparties and other Affiliates of Lenders, L/C Borrowings, Swap
Obligations, Bank Product Obligations and to the Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent
not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.16 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Persons holding Swap Obligations and the Bank Product Providers in proportion to the respective amounts described in this clause Fourth held by them; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as
otherwise required by Law. 

Notwithstanding
 the foregoing, Obligations arising under Bank Product Agreements and Swap Contracts shall be excluded from the application described above in this Section 8.03 if the Administrative Agent has not received a written notice, together with such
supporting documentation as the Administrative Agent may request, from the applicable Bank Product Provider or Person holding Swap Obligations, as the case may be. Each Bank Product Provider or Person holding Swap Obligations not a party to this
Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its
Affiliates as if a “Lender” party hereto.  
 ARTICLE IX 

ADMINISTRATIVE AGENT 

9.01.    Appointment and Authority. 

(a
)    Each of the Lenders hereby
irrevocably appoints TD Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent,
the

Le
nder
s and the LendersL/C

Is
su
ers
, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

(
b)    The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(including in its capacities as a Lender and potential counterparty to Swap Contracts and potential Bank Product Provider) and each LC Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act
as
 

  
 117 













 
the
agent of such Lender and such LC Issuer for purposes of acquiring, holding and enforcing any and all Liens
on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any
co- agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for
exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X including Section 10.04(c), as though such co-agents, sub-agents
and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

9.02.    Rights as a Lender. The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto. 

9.03.    Exculpatory Provisions. The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

 (a)    shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing; 
 (b)    shall not have any duty to
take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion
or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLa
w, including for the avoidance of doubt any action that
may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

(c)    shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrowers or any of their respective Affiliates that 

  
 118 













 
is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. 

Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the
Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the
absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given in writing to the Administrative Agent by the Borrower Representative or, a Lender
or
an

L/
C
Is
su
er
. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall immediately give notice thereof to the Lenders. 

Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or
any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or, (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent,
(v
i)
 t
he

cr
eat
ion,

pe
rfe
ction

or
 prio
ri
ty
 of
an
y
Li
en

pur
por
te
d
to
be
creat
ed

by
 the

Coll
ate
ral

Do
cum
ents

or
(vii)
 the

va
lue
or
the suff
ic
ie
nc
y
of

any

Co
ll
at
eral
. 
 9.04.    Reliance by
Administrative Agent. The Administrative Agent shall be entitled to rely upon and shall be fully protected in relying, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person and shall be fully protected in relying, and shall not incur any liability for relying thereon. In determining compliance with
any condition hereunder to the making of a Loan, or
the
iss
ua
nce
,
ex
te
nsi
on,

ren
ew
al

or
inc
rease
 of a
Le
tt
er

of
Cr
ed
it,
 that by its terms must be fulfilled to the satisfaction of a
Lender
or
an

L/C
 Issuer,
 the Administrative Agent may presume that such condition is satisfactory to such Lender
or
suc
h
L/C

Is
su
er,
 unless the Administrative Agent shall have received notice to the contrary from such Lender
or
suc
h
L/C

Is
su
er,
 prior to the making of such Loan or
the
is
suanc
e
of
suc
h
Le
tt
er of
Credit. The Administrative Agent may consult with legal
counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
For purposes of determining compliance with the conditions specified in Section 4.01, 

  
 119 













 
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to
or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections. 

9.05.    Delegation of Duties. The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or
misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents. 
 9.06.    Resignation of Administrative Agent. 

(a)    The Administrative Agent may at any time give written notice of its resignation to
the
Lenders,
the
L/C

Is
su
ers
 and the Borrower Representative. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a
successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to) on behalf of the Lenders and

the
L/
C
Is
su
ers
, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with
such notice on the Resignation Effective Date. 
 (b)    If the Person serving as
Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable lawLaw
, by notice in writing to the Borrower Representative and such Person remove such Person as Administrative Agent and, in consultation with the Borrower Representative, appoint a successor. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal
shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as
applicable) (1) the retiring or removed Administrative Agent shall be discharged 

  
 120 













 
from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the
L/C Issuers under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in
Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and
the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the
Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal
hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Administrative Agent was acting as
Administrative Agent
and
 (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any
collateral security on behalf of any of the Secured Parties and (2) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

 (d)    Any resignation by TD Bank as Administrative Agent pursuant to this
Section shall also constitute its resignation as Swingline Lenderan L/C Issuer and Swingline Lender. If TD Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges
and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make
Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.16(c). If TD Bank resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender
provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline
Loans pursuant to Section 2.03(b). Upon the appointment by the Borrower Representative of a successor Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender, as 

  
 121 













 
applicable, and (ii) the retiring Swingline Lender shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. 

9.07.    Non-Reliance on Administrative Agent and Other Lenders. Each Lender
and
each
L/C

Is
su
er
 acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
and

each

L/C

Is
su
er
 also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

 9.08.    No Other Duties, Etc. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement or in any other Loan Document, the Arrangers, Joint Book Runners and Co-Syndication Agents shall not have any duties or responsibilities, nor shall the Arrangers, Joint Book Runners, and Co-Syndication
Agents have or be deemed to have any fiduciary relationship with any Lender or
an
y
L/C

Is
suer
, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Arrangers,
Joint Book Runners and Co-Syndication Agents. 
 9.09.    Administrative Agent
May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan
or
L/C
Obliga
tion shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a)    to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the
Loans,
the
L/
C
Oblig
at
ions
 and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders,
the
L/C

Issuer
s and the Administrative Agent (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders,
the

L/C

Is
su
ers
 and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and 

(b)    to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender and
ea
ch

L/C

Is
su
er
 to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders
and

the
L/
C
Issu
er
s, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements 

  
 122 













 
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender
or
an
y
L/C

Issu
er
 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or
an
y
L/C

Is
sue
r to authorize the Administrative Agent to vote in
respect of the claim of any Lender or
an
y
L/C

Is
su
er
 in any such proceeding. 
 (c)
    The Secured Parties hereby
irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the
Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (ii) at any other sale or foreclosure
or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid
and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets
on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the
Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized to form one or more acquisition vehicles to
make a bid, (B) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the
assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders
contained in clauses (a) through (h) of Section 10.1 of this Agreement), and (C) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid
being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata
and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any
acquisition vehicle to take any further action. 

9.10.    Guaranty Matters. Without limiting the provisions of
Section 9.09, the Lenders and
ea
ch

L/C

Is
su
er
 irrevocably authorize the Administrative Agent, at its option and in its 

  
 123 













 
discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 

9.11.
    
Cert
ain E
RIS
A
Ma
tt
ers
. 

(a
)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the
Borrowers or any other Loan Party, that at least one of the following is and will be true: 

(
i)    such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this agreement,


(
ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance
company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is
applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


(
iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of
Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this
Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE
84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of
the Loans, the Letters of Credit, the Commitments and this Agreement, or 

(
iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 

  
 124 













 (b)
    In addition, unless either
(1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such
Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights
by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 

9.12.    
Collater
al
Ma
tter
s. 

(a
)    Each of the Lenders (including in its capacities as a potential Bank Product Provider and a potential holder of Swap
Obligations) and each of the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, 

(
i)    to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the
Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if
approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01; and 

(
ii)    to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 7.01(i); and 

(
b)    Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.12. In each case as specified in this
Section 9.12, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 9.12. 
 (c)
    The Administrative Agent shall not
be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection 

  
 125 













 
therewith, nor shall the Administrative Agent be responsible or
liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

9.13.
    Bank
Product Agreements and Swap Contracts. Except as
otherwise expressly set forth herein, no Bank Product Provider or Person holding Swap Obligations that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral
Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or
to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan
Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising
under Bank Product Agreements and Swap Contracts except to the extent expressly provided herein and unless the Administrative Agent has received a written notice of such Obligations, together with such supporting documentation as the Administrative
Agent may request, from the applicable Bank Product Provider or Person holding Swap Obligations, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with
respect to, Obligations arising under Bank Product Agreements in the case of a Facility Termination Date. 

ARTICLE X 

MISCELLANEOUS 

10.01.    Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders)
and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall: 

(a)    waive any condition set forth in Section 4.01(a) without
the written consent of each Lender; 
 (b)    extend or increase the Commitment of any
Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a
mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); 

(c)    postpone any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

  
 126 













 (d)    reduce the principal of, or the
rate of interest specified herein on, any Loan or
an
y
L/C

Bo
rro
wing
, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner
of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written
consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any
Borrower to pay interest
or L
ett
er

of
Cre
dit
Fee
s at the Default Rate or (ii) to amend any
financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or
L/C

Bo
rrowi
ng

or
 to reduce any fee payable hereunder; 

(e)    Change (i) Section 8.03 in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the
applicable provisions of Section 2.05(b) or Section 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of all Revolving Lenders or all
Term Lenders, as applicable or (iii) Section 2.12(f) in a manner that would alter the pro rata application required thereby without the written consent of each Lender directly affected thereby; 

(f)    
[Reserved].after the Spin-Off
Effective Date, without the consent of each Lender, release all or substantially all of the Collateral in any transaction or series of related transactions or, except as set forth in Section 9.12(a)(ii), subordinate any Lien on any of the
Collateral; 
 (g)    change
any provision of this Section 10.01 or the definition of “Appropriate Lenders” or “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to
amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or 

(h)    release all or substantially all of the value of the Guaranty without the written
consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); 

and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the
L/C

Is
suer
s
and
 Swingline Lender in addition to the Lenders required above, affect the rights or duties
of
the
L/C

Is
su
er
s
and
 the Swingline Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the TD Bank Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto. 

  
 127 













 Any amendment, waiver or consent with respect to this Agreement or any of
the other Loan Documents that (i) amends or modifies this Section 10.01, (ii) except to the extent that the Lenders are similarly adversely impacted, modifies any other provision of this Agreement or other Loan Documents in a manner
that adversely impacts the rights of an Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations: (x) with respect to the priority hereunder or thereunder of any security for any Swap Obligations (including, without
limitation, the definitions of Affiliate Counterparty, Obligations, Swap Contract and Swap Obligations, or (y) as an indemnitee hereunder or thereunder; or (iii) imposes any additional obligations on an Affiliate Counterparty or other
Affiliates of any Lender holding any Swap Obligations, in each case under this Section 10.01 shall, in addition to the consent of the applicable Lenders, require the consent of any Affiliate Counterparty and any other
Affiliates of any Lender holding any Swap Obligations. 
 Notwithstanding anything to the contrary herein, (A) no
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each
affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such
Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender
acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; and (C) the Required Lenders shall determine whether or not to allow a Loan Party
to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. 

Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required
Lenders, the Administrative Agent and the Loan Parties (i) to add one or more additional revolving credit or term loan facilities to this Agreement, in each case subject to the limitations in Section 2.14, and to permit the
extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and
the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent
and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders
hereunder. 

Notwithstanding
 anything to the contrary, without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter
into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the 

  
 128 













 
granting, perfection, protection, expansion or enhancement of any
security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any
property or so that the security interests therein comply with applicable Law. 

Notwithstanding anything to the contrary herein the Administrative Agent may, with the prior written consent of the Loan
Parties only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency, and such amendment shall become effective without any further consent of any other party
to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least
five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required
Lenders object to such amendment. 
 If any Lender does not consent to a proposed amendment, waiver, consent or release with
respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the BorrowerBo
rro
wer
s may replace such Non-Consenting Lender in accordance
with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required
by the BorrowerBor
ro
we
rs
 to be made pursuant to this paragraph). 

10.02.    Notices; Effectiveness; Electronic Communication. 

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

(i)    if to the Borrower Representative or any other Loan Party, the Administrative Agent,
an
y
L/C

Is
su
er
 or the Swingline Lender to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii)    if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may
contain material non-public information relating to the Company). 
 Notices and other communications sent by
hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given 

  
 129 













 
when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the
recipient).    Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b)    Electronic Communications. Notices and other communications to the Administ
rative

Ag
ent,

th
e Lenders,
the

Swi
ng
li
ne
Le
nd
er

and

the
L/
C
Is
su
ers
 hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
an
y
L/C

Iss
ue
r pursuant to Article II if such Lender
or
suc
h
L/
C
Is
su
er

as

appl
ica
bl
e, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swingline
Lender,
an
y
L/C

Is
su
er
 or the Borrower Representative may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications. 

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

(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, an
y
L/C

Is
su
er
, any Loan Party or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the 

  
 130 













 
Company’s, any other Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet. 

(d)    Change of Address, Etc. Each of the Borrowers, the Administrative Agent, each L/C Issuer and the Swingline Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to
the Borrower Representative, the Administrative Agent,
ea
ch

L/C

Is
su
er
 and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States Federal or state securities laws. 

(e)    Reliance by Administrative Agent,
L/C

Is
su
ers
 and Lenders. The Administrative Agent,
eac
h
L/C

Issu
er
 and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices, Le
tte
r
of
Cre
dit
Applications,
 Notices of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties jointly and severally shall indemnify the
Administrative Agent, each Lender,
eac
h
L/
C
Is
sue
r and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

10.03.    No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender,
any
 L/C
Is
su
er
 or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or

unde
r
an
y
oth
er

Loa
n
Doc
um
ent
 preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each
other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

  
 131 













 Notwithstanding anything to the contrary contained herein or in any other
Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such
enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders all the L/C Issuers and any Affiliate Counterparties or other Affiliates
of Lenders
and

the
L/C

Issu
er
s; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) 
any

L/C

Is
su
er

or the Swingline Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as an
L/C

Issu
er

or Swingline Lender
as

the
case

ma
y
be
) hereunder or under the other Loan Documents, (c) any Lender or Affiliate Counterparty or other Affiliate of any Lender from exercising setoff rights in accordance with
Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender, Affiliate Counterparty or other Affiliate of any Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then
(i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and
(d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.04.    Expenses; Indemnity; Damage Waiver. 

(a)    Costs and
Expenses. The Borrowers shall jointly and severally pay (i)
 all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers
of the provisions hereof or thereof, including, without limitation, in connection with any pledge of Equity Interests of a Foreign Subsidiary (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)

all
reason
able

out
-o
f-po
cket
 expenses
inc
urre
d
by
 the

L/C

Is
su
ers

in
conn
ection

wi
th
the
iss
ua
nce
,
am
endm
ent,
 exte
nsi
on,
rei
nsta
te
me
nt
or
re
ne
wa
l
of
an
y
Le
tte
r
of
Cr
edit

or
an
y
de
ma
nd

for

pa
ym
ent
thereunde
r,
 and (iii) all out-of-pocket expenses incurred by the Administrative
Agent,
any
 Len
de
r or any LenderL/C

Is
su
er
 (including the fees, charges and disbursements of any counsel for the Administrative
Agent,
an
y
Le
nde
r or any LenderL/C
Issu
er
), and shall pay all fees and time charges for attorneys who may be employees of the Administrative
Agent, any Lender or any LenderL/C

Is
su
er
 in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued
hereunder including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans
or
Le
tter
s
of

Cre
dit. 

  
 132 














(b)    Indemnification
by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof),
ea
ch

Le
nde
r and each LenderL/C
Iss
uer
, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel
for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any
Person (including the Company or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in
Section 3.01), (ii) any Loan or Let
te
r
of
Cre
dit
or the use or proposed use of the proceeds
therefrom
(in
cluding

an
y
refus
al

by
an
y
L/C

Is
su
er

to

honor
a
de
ma
nd
for

pa
ym
ent

under
 a
Let
te
r
of
Cr
edit

if
the
doc
ume
nts
pre
sented
in
co
nn
ection

with
suc
h
de
ma
nd

do
not
st
ri
ct
ly
 compl
y
wi
th
the
ter
ms
of
suc
h
Le
tte
r
of
Cre
dit
), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if a Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c)    
Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any
amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof),
an
y
L/
C
Is
su
er
 or the Swingline Lender, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent) or,
an
y
L/C

Is
su
er
 the Swingline Lender, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the
Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s


  
 133 













 
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent),
suc
h
L/C
 Issu
er
 or the Swingline Lender, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent),
suc
h
L/C
 Iss
ue
r or the Swingline Lender, in connection with such
capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(d)    Waiver of
Consequential Damages, Etc. To the fullest extent permitted by applicable lawLa
w, no Loan Party shall assert, and hereby waives, and
acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any
Loan
or

Le
tt
er

of
Cre
dit or the use of the proceeds thereof. No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e)    Payments. All amounts due under this Section shall be payable not later than
ten Business Days after written demand therefor. 
 (f)    Survival. The
agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

10.05.    Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is
made to the Administrative
Agent,
an
y
L/C

Is
su
er
 or any Lender, or the Administrative Agent,
an
y
L/C

Is
su
er
 or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the Administrative Agent,
su
ch

L/C

Is
su
er
 or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is
made at a rate per annum equal to the applicable Overnight 

  
 134 













 
Rate from time to time in effect. The obligations of the Lenders
and
 the
L/
C
Issu
er
s under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06.    Successors and Assigns. 

(a)    Successors and
Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that neither Borrowerth
e
Bo
rro
wer
s nor any other Loan Party may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent,
the
L/C

Is
su
er
s and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement. 
 (b)    Assignments by
Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C

Ob
li
ga
tions
and
 Swingline Loans) at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions: 

(i)    Minimum Amounts. 

(A)    in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that equal
at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B)    in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such assignment is delivered 

  
 135 













 
to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii)    Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to
the Swingline Lender’s rights and obligations in respect of Swingline Loans. 

(iii)    Required Consents. No consent shall be required for any assignment except
to the extent required by subsection (b)(i)(B) of this Section and, in addition: 

(A)    the consent of the Borrower Representative (such consent not to be unreasonably
withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that
the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and provided further
that the Borrower Representative’s consent shall not be required during the primary syndication of the Facilities; 

(B)    the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and 

(C)    the consent of
each

L/C

Is
su
er

and
 the Swingline Lender shall be required for any assignment in respect of the Revolving Facility. 

(iv)    Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such
processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v)    No Assignment to Certain Persons. No such assignment shall be made
(A) to the Company or any of the Company’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon 

  
 136 













 
becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person. 

(vi)    Certain Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of the Borrower Representative and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative
Agent,
an
y
L/C

Is
su
er
 or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in
Le
tt
er
s
of

Cre
dit
 and Swingline Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the
assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section. 

(c)    Register. The Administrative Agent, acting solely for this purpose as an
agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at 

  
 137 













 
the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(d)    Participations. Any Lender may at any time, without the consent of, or notice
to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participation in
L/
C
Oblig
at
ions

and/or
 Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative
Agent,
th
e
L/C

Issue
rs
 and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each
Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation
required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to
receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower Representative’s request and expense, to use
reasonable efforts to cooperate with the Borrower Representative to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, 

  
 138 













 
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to
Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower Representative, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other
obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(e)    Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(f)    Resignation as L/C

Is
su
er
 or Swingline Lender Afteraf
te
r Assignment. Notwithstanding anything to
the contrary contained herein, if at any time
TD Bankan
y
L/C
 Iss
ue
r
a
nd/or
t
he
 S
wing
line
L
en
de
r assigns all of its Commitments andRevolving
 Commitm
ent

and

Revo
lving
 Loans pursuant to subsectioncl
ause
 (b) above,
TD Bank may,such

L/
C
Is
su
er

and

suc
h
Swin
gline

Le
nd
er,

as

appli
cab
le
,
ma
y,

(i)
 upon thir
ty

(30) days written’ notice to
the
Admi
nistra
tive

Ag
ent,
 the Borrowers and the Lenders,
res
ig
n as
 an
L/C

Is
su
er

and/or

(i
i)
 
upon
thir
ty

(3
0)
 d
ay
s’

not
ic
e
to
the
Bo
rro
we
rs
, resign as Swingline Lender. In the event of any such resignation, the Borrower Representative as

an

L/
C
Is
suer
 or
Swin
gline

Le
nd
er,
 the

Borr
ow
ers
 shall be entitled to appoint from among the Lenders a
successor
L/C

Is
su
er

or
 Swingline Lender hereunder; provided, however, that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of TD Bank as Swingline Lender. the applicable L/C Issuer
and the Swingline Lender as an L/C Issuer or Swingline Lender, as the case may be. If TD Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.16(c)). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline
Lender, as the 

  
 139 













 
case may be, and (B) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer to effectively assume the obligations of the applicable
retiring L/C Issuer with respect to such Letters of Credit. If TD Bank resigns as Swingline Lender, it shall retain all of the rights of the Swingline Lender provided for hereunder with respect to
Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to
Section 2.03(b). Upon the appointment of a successor Swingline Lender, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and
(ii) the retiring Swingline Lender shall be discharged from all of its duties and obligations hereunder or under the other Loan documents. 

10.07.    Treatment of
Certain Information;
Confidentiality. Each of the Administrative
Agent,
the

Le
nde
rs
 and the
LendersL/C

Issue
rs
 agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates,
its
 auditor
s and to its Related Parties (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have
jurisdiction over such Person or its Related Parties (including any self- regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable lawsLa
ws
 or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document
or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to
Section 2.14(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any of the
Borrowers and their obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or
(ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower
Representative or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent,
an
y
Le
nde
r or any LenderL/C

Is
su
er
, or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. For purposes of this Section, “Information” means all information received from
the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent,
an
y
Le
nde
r or any LenderL/C

Is
su
er
 on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided that, in the case of information received from the Company or any
Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be


  
 140 













 
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information. 
 Each of the Administrative Agent and the Lenders acknowledges that (a) the
Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such
material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 

Further, the foregoing notwithstanding, the Loan Parties agree that the Administrative Agent, any Lender or any Affiliate of
the Administrative Agent or any Lender may (i) disclose a general description of transactions arising under the Loan Documents for advertising (including any “tombstone” or comparable advertising), marketing or other similar purposes
and (ii) use any Loan Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes. The obligations of the Administrative Agent and Lenders under this
Section 10.07 shall supersede and replace the obligations of the Administrative Agent and Lenders under any confidentiality agreement in respect to the financing evidenced hereby executed and delivered by the Administrative
Agent or any Lender prior to the date hereof. In addition to the foregoing, the Administrative Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents. 

10.08.    Right of
Setoff. If an Event of Default shall have occurred and be continuing, each
Lender,
eac
h
L/C

Is
su
er
 and each of their respective Affiliate Counterparties and other Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw
, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such
Lender,
suc
h
L/C

Is
su
er
 or any such Affiliate Counterparty or other Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such
Loan Party now or hereafter existing under this Agreement, any other Loan Document or Swap Contract to such Lender, any Affiliate Counterparty or other of its Affiliates, irrespective of whether or not such Lender, suc
h
L/C

Issu
er
 Affiliate Counterparty or other Affiliate shall have made any demand under this Agreement, any other Loan Document or Swap Contract and although such obligations of such Borrower or such other
Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate Counterparty or other Affiliate of such
Lender
or
su
ch

L/
C
Is
su
er
 different from the branch, office or Affiliate Counterparty or other Affiliate holding such deposit or obligated on such indebtedness; provided, that in the
event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of
Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,
the
L/C

Issu
ers
 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the


  
 141 













 
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each
Lender,
eac
h
L/C

Issu
er
 and their respective Affiliate Counterparties and other Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that each such Lender,
each

suc
h L
/C

Is
su
er

or
the
ir
resp
ective
 Affiliate Counterparty or its other Affiliates may have. Each
Lender
and

eac
h
L/C

Is
su
er
 agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application. 
 10.09.    Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower Representative. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder. In addition, the differential between the amount of interest which would have otherwise been payable under the Loan Documents assuming no applicable Maximum Rate and the amount
actually paid on a current basis after giving effect to the Maximum Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because of the limitation
imposed by such Maximum Rate) at a rate of interest, and as part of the interest payable, that, after giving effect to the recovery of such differential and all other interest paid and accrued under this Agreement to the date of calculation, does
not exceed the then applicable Maximum Rate. 
 10.10.    Counterparts; Integration; Effectiveness.
This Agreement
and

eac
h
of

the

ot
her
Loa
n
Doc
um
ents
 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative
Agent
or
an
y
L/
C
Is
su
er, constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. 

10.11.    Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and 

  
 142 













 
thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any
Loan
or
an
y
L/C
 Credit
Ex
te
nsi
on, and shall continue in full force and effect as long
as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or
an
y
Le
tt
er

of
Cre
dit
sha
ll
rem
ain
 outsta
nding
. 
 10.12.    Severability. If any
provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent
an
y
L/C

Is
su
er
 or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

10.13.    Replacement of Lenders. If the Borrowers are entitled to replace a Lender pursuant to the
provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non- Consenting Lender, then the Borrowers may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its
existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that: 
 (a)    the Borrowers jointly
and severally shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b); 

(b)    such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans
and

L/C

Adva
nc
es
, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 

(c)    in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 

(d)    such assignment does not conflict with applicable Laws; and 

  
 143 













 (e)    in the case of an assignment
resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

10.14.    Governing Law; Jurisdiction; Etc. 

(a)    GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b)    SUBMISSION TO JURISDICTION. THE COMPANY AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED
PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION,
LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

  
 144 













 (c)    WAIVER OF VENUE. EACH
BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15.    Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION. 
 10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the
Company, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, and the Lenders, on the other hand, (B) each of the Company and the other Loan Parties has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been,
is not, and will not be acting as an advisor, agent or fiduciary for the Company, any other Loan Party or any of their respective Affiliates, or any other Person and 

  
 145 













 
(B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Company, any other Loan Party or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any obligation to disclose any of such
interests to the Company, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the
Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.17.    Electronic
Execution of Assignments and
Certain Other Documents. The words “execute,” “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of
assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawLa
w, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

10.18.    USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to
identify such Borrower in accordance with the Act. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in
order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

10.19.    Joint and several Obligations. 

(a)    Each of the Borrowers expressly represents and acknowledges that it is part of a
common enterprise with the other Borrowers and that any financial accommodations by the Administrative Agent and the other Lenders to any other Borrower
hereunder and, under the other Loan Documents and

the
Bank

Produ
ct

Ag
ree
me
nts are and will be of direct and indirect interest,
benefit and advantage to the Borrowers. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to the Administrative Agent and Lenders and their respective


  
 146 













 
successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Administrative
Agent and Lenders by each other Borrower, including, without limitation, the Loans. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under
this Section 10.19 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 10.19 shall be absolute,
unconditional and irrevocable, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document,
an
y
Ba
nk
Pr
odu
ct

Ag
re
em
en
t or any other agreement, document or instrument to
which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 10.19), any other Loan
Document,
any

Ba
nk
Pr
odu
ct

Ag
re
em
ent
 or the waiver or consent by the Administrative Agent and Lenders with respect to any of the provisions thereof; (iii) the insolvency of any Borrower or Subsidiary; and (iv) any other
action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations
guaranteed hereunder. 
 (b)    The Borrowers acknowledge that any Loan Notice or
other notice or request given by the Borrower Representative to the Administrative Agent shall bind the Borrowers, and that any notice given by the Administrative Agent or any other Lender to the Borrower Representative shall be effective with
respect to the Borrowers. Each of the Borrowers acknowledges and agrees that the Borrowers shall be liable, on a joint and several basis, for all of the Loans and other Obligations, regardless of which Borrower actually may have received the
proceeds of any of the Loans or other extensions of credit or the amount of such Loans received or the manner in which the Administrative Agent or any other Lender accounts among the Borrowers for such Loans or other extensions of credit on its
books and records, and further acknowledges and agrees that Loans and other extensions of credit to the Borrowers inure to the mutual benefit of all of the Borrowers and that the Administrative Agent and the other Lenders are relying on the joint
and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. 

10.20.    Subordination. Each Loan Party (a “Subordinating Loan Party”) hereby
subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as
subrogee of the Lender Parties or resulting from such Subordinating Loan Party’s performance under the Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Administrative Agent so requests, any such obligation or
indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Lenders and the proceeds thereof shall be paid over to the Administrative Agent
on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan
Parties may make and receive payments with respect to Intercompany Debt; 

  
 147 













 provided, that in the event that any Loan Party receives any payment of any
Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative
Agent. 

10.21.
    
Ac
kno
wl
ed
ge
me
nt

an
d
Con
sen
t t
o
Bail
-In

of
EE
A
Fi
na
nc
ial
In
stit
ut
ion
s.
 
 Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and
notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound
by: 
 (a)
    the application of any Write-Down
and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and


(
b)    the effects of any Bail-In Action on any such liability, including, if applicable: 
 (i)
    a
reduc
tion in
full
 or
in
par
t
or
ca
nce
lla
tion
of
an
y
suc
h
liabili
ty
; 

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

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

10.22.
    
Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the
“U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States): 

  
 148 













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

(
b)    As used in this
Sec
ti
on
 9.26,
the
following
terms
 have

the
following
 meanin
gs:
 
 “B
HC
Ac
t
Aff
ili
at
e”

of
a
par
ty

mea
ns
an

“a
ff
ilia
te
”
(as

su
ch

ter
m
is
def
in
ed
 under,

and

inter
pr
et
ed

in
acco
rd
an
ce

with,
12
U.S
.C
.
1841(
k)
)
of

suc
h
par
ty
. 

“Covered
 Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“
Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with,
12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC”
 has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

ARTICLE XI 
 CONTINUING
GUARANTY 
 11.01.    Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly
and severally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times
thereafter, of any and all Obligations (for each 

  
 149 













 
Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any
Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the
Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness,
validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or
circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter
acquire in any way relating to any or all of the foregoing. 
 11.02.    Rights of Lenders and
Affiliate Counterparties. Each Guarantor consents and agrees that the Lender Parties, Affiliate Counterparties and other Affiliates of any Lender holding any Swap Obligations may, at any time and from time to time, without notice or demand, and
without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take,
hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the
Administrative
Agent,
the
L/C
Is
su
er
s and the Lenders in their sole discretion may
determine, subject to the provisions of Section 8.03; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor
consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. 

11.03.    Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any
disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrowers or any other Loan Party; (b) any defense based
on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder;
(d) any right to proceed against the Borrowers or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party or Affiliate Counterparty or other Affiliates of
any Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap
Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly
waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, 

  
 150 













 
notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation
or incurrence of new or additional Obligations. 
 11.04.    Obligations Independent. The
obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce
this Guaranty whether or not the Borrowers or any other person or entity is joined as a party. 

11.05.    Subrogation. No Guarantor shall exercise any right of subrogation, contribution,
indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments are
terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties, Affiliate Counterparties and other Affiliates of any Lender holding any Swap
Obligations and shall forthwith be paid to the Lender Parties and Affiliate Counterparties to reduce the amount of the Obligations, whether matured or unmatured, in the order set forth in Section 8.03. 

11.06.    Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all
Obligations now or hereafter existing and shall remain in full force and effect until indefeasible payment and satisfaction in full of all Obligations. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be
revived, as the case may be, if any payment by or on behalf of any Borrower or a Guarantor is made, or any of the Lender Parties or Affiliate Counterparties exercises its right of setoff, in respect of the Obligations and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Lender Parties or Affiliate Counterparties in
their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the
Lender Parties or Affiliate Counterparties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive
termination of this Guaranty. 
 11.07.    Stay of Acceleration. If acceleration of the time for
payment of any of the Obligations is stayed, in connection with any case commenced by or against a Guarantor or a Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and
severally, immediately upon demand by the Lender Parties or any Affiliate Counterparty. 

11.08.    Condition of Borrowers. Each Guarantor acknowledges and agrees that it has the sole
responsibility for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor
requires, and that none of the Lender Parties or Affiliate Counterparties has any duty, and such Guarantor is not relying on the Lender Parties or Affiliate Counterparties at any time, to disclose to it any information relating to the


  
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business, operations or financial condition of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Lender Parties and Affiliate Counterparties to disclose
such information and any defense relating to the failure to provide the same). 

11.09.    Appointment of Borrower Representative. Each of the Guarantors hereby appoints the
Borrower Representative to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (a) the Borrower Representative may execute such documents on behalf of such Guarantor as the Borrower Representative
deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, any Lender or any Affiliate
Counterparty to the Borrower Representative shall be deemed delivered to each Guarantor and (c) the Administrative Agent, the Lenders or any Affiliate Counterparty may accept, and be permitted to rely on, any document, instrument or agreement
executed by the Borrower Representative on behalf of each Guarantor. 
 11.10.    Right of
Contribution. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law. 

11.11.    Keepwell. Each Loan Party that is a
Qualified ECP Guarantor at the time the Guaranty, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation
(but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this
Article XI voidable under applicable lawLa
w relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Loan
Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of
the Commodity Exchange Act. 

11.12.    Eligible
Contract Participant Status. Each Guarantor, in its own capacity and in its capacity
as guarantor for and on behalf of S&WAOB
SC, represents and warrants to the Lenders, any
Affiliate Counterparty and any other Affiliates of any Lender holding any Swap Obligations that, on and as of the date hereof and on each date on which a “Swap Transaction Event” (as defined in the bilateral agreement between any Lender,
Affiliate Counterparty or other such Affiliate and
S&WAOBSC
) occurs between any Lender, Affiliate Counterparty or other such Affiliate and S&WAOBSC
, it is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act as amended from time to time, and applicable regulations thereunder.


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

			
	BORROWERS
	
	AMERICAN OUTDOOR BRANDS CORPORATION
(F/K/A SMITH & WESSON HOLDING
CORPORATION)
	
	
By:                  
                                         
                              

	 Name:

	 Title:

	
	AMERICAN OUTDOOR BRANDS SALES COMPANY
(F/K/A SMITH & WESSON
CORP.)
	
	
By:                  
                                         
                              

	 Name:

	 Title:

	
	SMITH & WESSON INC. (F/K/A SMITH & WESSON FIREARM INC.)
	
	
By:   
                                         
                                         
    

	
Name:

	
Title:




  
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		 		 	GUARANTORS
			
	 THOMPSON/CENTER ARMS COMPANY, LLC
	 		 	 SWSS LLC

			
	By:                                   
                                         
             	 		 	By:                                   
                                         
             
	Name:	 		 	Name:
	 Title:
	 		 	 Title:

			
	 SMITH & WESSON DISTRIBUTING, INC.
	 		 	 BEAR LAKE HOLDINGS, LLC

			
	By:                                   
                                         
             	 		 	By:                                   
                                         
             
	Name:	 		 	Name:
	 Title:
	 		 	 Title:

			
	 SWPC PLASTICS, LLC
(F/K/A DEEP RIVER PLASTICS, LLC)
	 		 	 BATTENFELD TECHNOLOGIES, INC.

			
	By:                     
                                         
                           	 		 	By:                                   
                                         
             
	Name:	 		 	Name:
	
Title:

	 		 	 Title:

			
	 CRIMSON TRACE
CORPORATION
	 		 	 BATTENFELD ACQUISITION COMPANY, INC.

			
	By:                     
                                         
                           	 		 	By:                                   
                                         
             
	Name:	 		 	Name:
	
Title:

	 		 	 Title:

			
	 ULTIMATE SURVIVAL TECHNOLOGIES,
LLC
	 		 	 BTI TOOLS,
LLC

			
	By:                                   
                                         
             	 		 	By:                     
                                         
                           
	Name:	 		 	Name:
	 Title:
	 		 	
Title:




  
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	 TD BANK, N.A., as
Administrative Agent

	
	By:
                                         
                                   
	Name:	 	
	Title:	 	



  
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	 TD BANK, N.A., as a Lender
and Swingline Lender

	
	By:
                                         
                               
	Name:	 	
	Title:	 	



  
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	 PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION

	
	By:                                   
                                         
             
	Name:	 	
	Title:	 	



  
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	 BRANCH BANKING AND TRUST COMPANY

	
	By:                                   
                                         
 
	Name:	 	
	Title:	 	



  
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	 REGIONS BANK

	
	By:                                   
                                         
 
	Name:	 	
	Title:	 	



  
 159 













 
			
	 WELLS FARGO BANK, N.A.

	
	By:
                                         
                               
	Name:	 	
	Title:	 	



  
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Exhibit B 
 Security Principles 

The
 Administrative Agent and the Loan Parties agree that the Security Agreement shall include provisions requiring that the Obligations be secured by a first perfected priority security interest in and lien on the following (collectively, the
“Additional Collateral”), in each case, subject to Permitted Liens and to customary and certain other exceptions to be agreed: (i) all tangible and intangible assets (including, but not limited to, inventory, accounts, plant
machinery, equipment, fixtures, intellectual property, trademarks and trade names, contracts, license rights and other general intangibles, investment property, deposit and securities accounts and cash) of each Borrower and each Guarantor; and (ii)
100% of the capital stock of (or other ownership or profit interests in) each Borrower’s and each Guarantors’ present and future direct subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation”
under Section 957 of the Internal Revenue Code, to a pledge of 65% of the capital stock of each such first-tier foreign subsidiary). Additional Collateral includes insurance required by the Loan Documents. 

Notwithstanding
 anything to the contrary, the Additional Collateral shall exclude the following: (a) any permit or license issued by a Governmental Authority to any grantor or any agreement to which any grantor is a party, in each case, only to the extent and
for so long as the terms of such permit, license or agreement or any requirement of law applicable thereto, validly prohibit the creation by such grantor of a security interest in such permit, license or agreement in favor of the Administrative
Agent (after giving effect to Sections 9 406(d), 9 407(a), 9 408(a) or 9-409 of the UCC (or any successor provision or pro-visions) or any other applicable law (including the Bankruptcy Code) or principles of equity), (b) any licenses, leases or
other contracts of any grantor to the extent that the granting of a security interest therein would constitute a breach thereof or is prohibited thereby and such prohibition is not ineffective under Sections 9-406(d), 9- 407, 9-408 or 9-409 of the
UCC; provided, further (x) all receivables arising under such licenses, leases or other contracts shall be included in the definition of Additional Collateral and shall constitute Additional Collateral and (y) the Additional Collateral
shall include all payments and other property received or receivable in connection with any sale or other disposition of such licenses, leases or other contracts, (c) any fee-owned real property, together with any improvements thereon and all
real property leasehold interests (but excluding any requirements to deliver landlord lien waivers, estoppels and collateral access letters as set forth herein and in the Security Agreement), and (iv) any voting stock of any direct Subsidiary
of any grantor that is a controlled foreign corporation (as defined in Section 957 of the Code (a “CFC”)) in excess of 65% of the total combined voting power of all classes of stock of such CFC that are entitled to vote (within the
meaning of Section 1.956-2(c)(2) of the United States Treasury Regulations), except to the extent that a pledge thereunder of such excess voting stock could not reasonably be expected to result in an adverse tax consequence to such
grantor.