EX-10.2


 Exhibit 10.2 
 Execution Version 
 AMENDED AND RESTATED REVOLVING
CREDIT, TERM LOAN 
 AND SECURITY AGREEMENT 
 PNC BANK, NATIONAL ASSOCIATION 
 (AS LENDER AND AS AGENT) 

WITH 

FLOTEK INDUSTRIES, INC., 
 CESI CHEMICAL, INC., 
 CESI MANUFACTURING, LLC, 

MATERIAL TRANSLOGISTICS, INC., 
 TELEDRIFT COMPANY, 
 TURBECO, INC., 

USA PETROVALVE, INC., and 
 FLORIDA CHEMICAL COMPANY, INC. (f/k/a FLOTEK ACQUISITION INC.) 
 (AS
BORROWERS), 
 PNC CAPITAL MARKETS LLC
 (LEAD ARRANGER), 
 AND VARIOUS LENDERS 

May 10, 2013 






 TABLE OF CONTENTS 

 

							
	 	 	 	 	Page	 
			
	 I.
	 	 DEFINITIONS
	 	 	2	  
			
	 1.1.
	 	 Accounting Terms
	 	 	2	  
	 1.2.
	 	 General Terms
	 	 	2	  
	 1.3.
	 	 Uniform Commercial Code Terms
	 	 	37	  
	 1.4.
	 	 Certain Matters of Construction
	 	 	37	  
			
	 II.
	 	 ADVANCES, PAYMENTS
	 	 	38	  
			
	 2.1.
	 	 Revolving Advances
	 	 	38	  
	 2.2.
	 	 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All
Advances
	 	 	39	  
	 2.3.
	 	 Term Loans
	 	 	41	  
	 2.4.
	 	 Swing Loans
	 	 	42	  
	 2.5.
	 	 Disbursement of Advance Proceeds
	 	 	43	  
	 2.6.
	 	 Making and Settlement of Advances
	 	 	44	  
	 2.7.
	 	 Maximum Advances
	 	 	45	  
	 2.8.
	 	 Manner and Repayment of Advances
	 	 	46	  
	 2.9.
	 	 Repayment of Excess Advances
	 	 	47	  
	 2.10.
	 	 Statement of Account
	 	 	47	  
	 2.11.
	 	 Letters of Credit
	 	 	47	  
	 2.12.
	 	 Issuance of Letters of Credit
	 	 	48	  
	 2.13.
	 	 Requirements For Issuance of Letters of Credit
	 	 	48	  
	 2.14.
	 	 Disbursements, Reimbursement
	 	 	49	  
	 2.15.
	 	 Repayment of Participation Advances
	 	 	50	  
	 2.16.
	 	 Documentation
	 	 	51	  
	 2.17.
	 	 Determination to Honor Drawing Request
	 	 	51	  
	 2.18.
	 	 Nature of Participation and Reimbursement Obligations
	 	 	51	  
	 2.19.
	 	 Liability for Acts and Omissions
	 	 	53	  
	 2.20.
	 	 Mandatory Prepayments
	 	 	54	  
	 2.21.
	 	 Use of Proceeds
	 	 	56	  
	 2.22.
	 	 Defaulting Lender
	 	 	56	  
	 2.23.
	 	 Payment of Obligations
	 	 	58	  
	 2.24.
	 	 Increase in Maximum Revolving Advance Amount
	 	 	59	  
			
	 III.
	 	 INTEREST AND FEES
	 	 	61	  
			
	 3.1.
	 	 Interest
	 	 	61	  
	 3.2.
	 	 Letter of Credit Fees
	 	 	62	  
	 3.3.
	 	 Facility Fee
	 	 	63	  
	 3.4.
	 	 Fee Letter and Other Fees
	 	 	63	  
	 3.5.
	 	 Computation of Interest and Fees
	 	 	63	  
	 3.6.
	 	 Maximum Charges
	 	 	63	  
	 3.7.
	 	 Increased Costs
	 	 	64	  
	 3.8.
	 	 Basis For Determining Interest Rate Inadequate or Unfair
	 	 	65	  


  
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	 3.9.
	 	 Capital Adequacy
	 	 	66	  
	 3.10.
	 	 Taxes
	 	 	66	  
	 3.11.
	 	 Replacement of Lenders
	 	 	69	  
			
	 IV.
	 	COLLATERAL: GENERAL TERMS	 	 	69	  
			
	 4.1.
	 	 Security Interest in the Collateral
	 	 	69	  
	 4.2.
	 	 Perfection of Security Interest
	 	 	70	  
	 4.3.
	 	 Preservation of Collateral
	 	 	71	  
	 4.4.
	 	 Ownership and Location of Collateral
	 	 	71	  
	 4.5.
	 	 Defense of Agent’s and Lenders’ Interests
	 	 	72	  
	 4.6.
	 	 Inspection of Premises
	 	 	72	  
	 4.7.
	 	 Appraisals
	 	 	73	  
	 4.8.
	 	 Receivables; Deposit Accounts and Securities Accounts
	 	 	73	  
	 4.9.
	 	 Inventory
	 	 	76	  
	 4.10.
	 	 Maintenance of Equipment
	 	 	76	  
	 4.11.
	 	 Exculpation of Liability
	 	 	76	  
	 4.12.
	 	 Financing Statements
	 	 	77	  
	 4.13.
	 	 Vehicle Titles
	 	 	77	  
			
	 V.
	 	REPRESENTATIONS AND WARRANTIES	 	 	77	  
			
	 5.1.
	 	 Authority
	 	 	77	  
	 5.2.
	 	 Formation and Qualification
	 	 	78	  
	 5.3.
	 	 Survival of Representations and Warranties
	 	 	78	  
	 5.4.
	 	 Tax Returns
	 	 	78	  
	 5.5.
	 	 Financial Statements
	 	 	78	  
	 5.6.
	 	 Entity Names
	 	 	79	  
	 5.7.
	 	 O.S.H.A. Environmental Compliance and Flood Insurance
	 	 	79	  
	 5.8.
	 	 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance
	 	 	80	  
	 5.9.
	 	 Patents, Trademarks, Copyrights and Licenses
	 	 	81	  
	 5.10.
	 	 Licenses and Permits
	 	 	82	  
	 5.11.
	 	 Default of Indebtedness
	 	 	82	  
	 5.12.
	 	 No Default
	 	 	82	  
	 5.13.
	 	 No Burdensome Restrictions
	 	 	82	  
	 5.14.
	 	 No Labor Disputes
	 	 	82	  
	 5.15.
	 	 Margin Regulations
	 	 	82	  
	 5.16.
	 	 Investment Company Act
	 	 	82	  
	 5.17.
	 	 Disclosure
	 	 	83	  
	 5.18.
	 	 [Reserved]
	 	 	83	  
	 5.19.
	 	 Delivery of Merger Agreement
	 	 	83	  
	 5.20.
	 	 Swaps
	 	 	83	  
	 5.21.
	 	 Business and Property of Borrowers
	 	 	83	  
	 5.22.
	 	 Ineligible Securities
	 	 	83	  
	 5.23.
	 	 [Reserved]
	 	 	83	  
	 5.24.
	 	 Equity Interests
	 	 	83	  
	 5.25.
	 	 Commercial Tort Claims
	 	 	84	  
	 5.26.
	 	 Letter of Credit Rights
	 	 	84	  


  
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	 5.27.
	 	 Material Contracts
	 	 	84	  
	 5.28.
	 	 Inactive Subsidiaries
	 	 	84	  
			
	 VI.
	 	AFFIRMATIVE COVENANTS	 	 	84	  
			
	 6.1.
	 	 Compliance with Laws
	 	 	84	  
	 6.2.
	 	 Conduct of Business and Maintenance of Existence and Assets
	 	 	84	  
	 6.3.
	 	 Books and Records
	 	 	85	  
	 6.4.
	 	 Payment of Taxes
	 	 	85	  
	 6.5.
	 	 Financial Covenants
	 	 	85	  
	 6.6.
	 	 Insurance
	 	 	86	  
	 6.7.
	 	 Payment of Indebtedness and Leasehold Obligations
	 	 	87	  
	 6.8.
	 	 Environmental Matters
	 	 	87	  
	 6.9.
	 	 Standards of Financial Statements
	 	 	88	  
	 6.10.
	 	 [Reserved]
	 	 	88	  
	 6.11.
	 	 Execution of Supplemental Instruments
	 	 	88	  
	 6.12.
	 	 Exercise of Rights
	 	 	88	  
	 6.13.
	 	 Government Receivables
	 	 	88	  
	 6.14.
	 	 Membership / Partnership Interests
	 	 	88	  
	 6.15.
	 	 Post-Closing Obligations
	 	 	88	  
			
	 VII.
	 	NEGATIVE COVENANTS	 	 	89	  
			
	 7.1.
	 	 Merger, Consolidation, Acquisition and Sale of Assets
	 	 	89	  
	 7.2.
	 	 Creation of Liens
	 	 	89	  
	 7.3.
	 	 Guarantees
	 	 	89	  
	 7.4.
	 	 Investments
	 	 	90	  
	 7.5.
	 	 Loans
	 	 	90	  
	 7.6.
	 	 Capital Expenditures
	 	 	90	  
	 7.7.
	 	 Dividends
	 	 	90	  
	 7.8.
	 	 Indebtedness
	 	 	90	  
	 7.9.
	 	 Nature of Business
	 	 	90	  
	 7.10.
	 	 Transactions with Affiliates
	 	 	90	  
	 7.11.
	 	 [Reserved]
	 	 	90	  
	 7.12.
	 	 Subsidiaries
	 	 	90	  
	 7.13.
	 	 Fiscal Year and Accounting Changes
	 	 	91	  
	 7.14.
	 	 Pledge of Credit
	 	 	91	  
	 7.15.
	 	 Amendment of Organizational Documents
	 	 	91	  
	 7.16.
	 	 Compliance with ERISA
	 	 	91	  
	 7.17.
	 	 Prepayment of Indebtedness
	 	 	91	  
	 7.18.
	 	 Other Agreements
	 	 	91	  
	 7.19.
	 	 Membership / Partnership Interests
	 	 	91	  
	 7.20.
	 	 Inactive Subsidiaries
	 	 	92	  
			
	 VIII.
	 	CONDITIONS PRECEDENT	 	 	92	  
			
	 8.1.
	 	 Conditions to Initial Advances
	 	 	92	  
	 8.2.
	 	 Conditions to Each Advance
	 	 	96	  


  
 iii









							
	IX.	 	INFORMATION AS TO CREDIT PARTIES	 	 	96	  
			
	 9.1.
	 	 Disclosure of Material Matters
	 	 	96	  
	 9.2.
	 	 Schedules
	 	 	96	  
	 9.3.
	 	 Environmental Reports
	 	 	97	  
	 9.4.
	 	 Litigation
	 	 	98	  
	 9.5.
	 	 Material Occurrences
	 	 	98	  
	 9.6.
	 	 Government Receivables
	 	 	98	  
	 9.7.
	 	 Annual Financial Statements
	 	 	98	  
	 9.8.
	 	 Quarterly Financial Statements
	 	 	98	  
	 9.9.
	 	 Monthly Financial Statements
	 	 	99	  
	 9.10.
	 	 Other Reports
	 	 	99	  
	 9.11.
	 	 Additional Information
	 	 	99	  
	 9.12.
	 	 Projected Operating Budget
	 	 	99	  
	 9.13.
	 	 Variances From Operating Budget
	 	 	99	  
	 9.14.
	 	 Notice of Suits, Adverse Events
	 	 	100	  
	 9.15.
	 	 ERISA Notices and Requests
	 	 	100	  
	 9.16.
	 	 Additional Documents
	 	 	100	  
	 9.17.
	 	 Updates to Certain Schedules
	 	 	100	  
	 9.18.
	 	 Financial Disclosure
	 	 	101	  
	 9.19.
	 	 Appraisals and Field Examinations
	 	 	101	  
			
	X.	 	EVENTS OF DEFAULT	 	 	101	  
			
	 10.1.
	 	 Nonpayment
	 	 	101	  
	 10.2.
	 	 Breach of Representation
	 	 	101	  
	 10.3.
	 	 Financial Information
	 	 	102	  
	 10.4.
	 	 Judicial Actions
	 	 	102	  
	 10.5.
	 	 Noncompliance
	 	 	102	  
	 10.6.
	 	 Judgments
	 	 	102	  
	 10.7.
	 	 Bankruptcy
	 	 	102	  
	 10.8.
	 	 Material Adverse Effect
	 	 	102	  
	 10.9.
	 	 Lien Priority
	 	 	103	  
	 10.10.
	 	 Cross Default
	 	 	103	  
	 10.11.
	 	 Breach of Guaranty or Pledge Agreement
	 	 	103	  
	 10.12.
	 	 Change of Control
	 	 	103	  
	 10.13.
	 	 Invalidity
	 	 	103	  
	 10.14.
	 	 Seizures
	 	 	103	  
	 10.15.
	 	 Operations
	 	 	103	  
	 10.16.
	 	 Pension Plans
	 	 	103	  
	 10.17.
	 	 Reportable Compliance Event
	 	 	104	  
	 10.18.
	 	 Licenses
	 	 	104	  
			
	XI.	 	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	 	 	104	  
			
	 11.1.
	 	 Rights and Remedies
	 	 	104	  
	 11.2.
	 	 Agent’s Discretion
	 	 	106	  
	 11.3.
	 	 Setoff
	 	 	106	  
	 11.4.
	 	 Rights and Remedies not Exclusive
	 	 	106	  
	 11.5.
	 	 Allocation of Payments After Event of Default
	 	 	106	  


  
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	XII.	 	WAIVERS AND JUDICIAL PROCEEDINGS	 	 	107	  
			
	 12.1.
	 	 Waiver of Notice
	 	 	107	  
	 12.2.
	 	 Delay
	 	 	107	  
	 12.3.
	 	 Jury Waiver
	 	 	107	  
			
	XIII.	 	EFFECTIVE DATE AND TERMINATION	 	 	108	  
			
	 13.1.
	 	 Term
	 	 	108	  
	 13.2.
	 	 Termination
	 	 	108	  
			
	XIV.	 	REGARDING AGENT	 	 	108	  
			
	 14.1.
	 	 Appointment
	 	 	108	  
	 14.2.
	 	 Nature of Duties
	 	 	109	  
	 14.3.
	 	 Lack of Reliance on Agent
	 	 	109	  
	 14.4.
	 	 Resignation of Agent; Successor Agent
	 	 	110	  
	 14.5.
	 	 Certain Rights of Agent
	 	 	110	  
	 14.6.
	 	 Reliance
	 	 	110	  
	 14.7.
	 	 Notice of Default
	 	 	111	  
	 14.8.
	 	 Indemnification
	 	 	111	  
	 14.9.
	 	 Agent in its Individual Capacity
	 	 	111	  
	 14.10.
	 	 Delivery of Documents
	 	 	111	  
	 14.11.
	 	 Borrowers’ Undertaking to Agent
	 	 	112	  
	 14.12.
	 	 No Reliance on Agent’s Customer Identification Program
	 	 	112	  
	 14.13.
	 	 Other Agreements
	 	 	112	  
			
	XV.	 	BORROWING AGENCY PROVISION AND COMMON ENTERPRISE	 	 	112	  
			
	 15.1.
	 	 Borrowing Agency Provisions
	 	 	112	  
	 15.2.
	 	 Waiver of Subrogation
	 	 	113	  
	 15.3.
	 	 Common Enterprise
	 	 	113	  
			
	XVI.	 	MISCELLANEOUS	 	 	114	  
			
	 16.1.
	 	 Governing Law
	 	 	114	  
	 16.2.
	 	 Entire Understanding
	 	 	114	  
	 16.3.
	 	 Successors and Assigns; Participations
	 	 	118	  
	 16.4.
	 	 Application of Payments
	 	 	120	  
	 16.5.
	 	 Indemnity
	 	 	121	  
	 16.6.
	 	 Notice
	 	 	122	  
	 16.7.
	 	 Survival
	 	 	124	  
	 16.8.
	 	 Severability
	 	 	124	  
	 16.9.
	 	 Expenses
	 	 	124	  
	 16.10.
	 	 Injunctive Relief
	 	 	125	  
	 16.11.
	 	 Consequential Damages
	 	 	125	  
	 16.12.
	 	 Captions
	 	 	125	  
	 16.13.
	 	 Counterparts; Facsimile Signatures
	 	 	125	  
	 16.14.
	 	 Construction
	 	 	125	  
	 16.15.
	 	 Confidentiality; Sharing Information
	 	 	125	  


  
 v 








							
	 16.16.
	 	 Publicity
	 	 	126	  
	 16.17.
	 	 Certifications From Banks and Participants; USA PATRIOT Act
	 	 	126	  
	 16.18.
	 	 Anti-Money Laundering/International Trade Law Compliance
	 	 	127	  
	 16.19.
	 	 Concerning Joint and Several Liability of Borrowers
	 	 	127	  
	 16.20.
	 	 No Advisory or Fiduciary Relationship
	 	 	129	  
	 16.21.
	 	 Non-Applicability of Chapter 346
	 	 	130	  
	 16.22.
	 	 BORROWERS’ WAIVER OF RIGHTS UNDER TEXAS DECEPTIVE TRADE PRACTICES ACT
	 	 	130	  
	 16.23.
	 	 Amendment and Restatement
	 	 	130	  


  
 vi 








 LIST OF EXHIBITS AND SCHEDULES 
 Exhibits 
  

			
	Exhibit 1.2(a)	  	Form of Borrowing Base Certificate
	Exhibit 1.2(b)	  	Form of Compliance Certificate
	Exhibit 2.1(a)	  	Form of Revolving Credit Note
	Exhibit 2.3(a)	  	Form of Term Note
	Exhibit 2.4(a)	  	Form of Swing Loan Note
	Exhibit 5.5(b)	  	Financial Projections
	Exhibit 8.1(c)	  	Form of Financial Condition Certificate
	Exhibit 16.3	  	Form of Commitment Transfer Supplement

 Schedules 
  

			
	Schedule 1.2	  	Permitted Encumbrances
	Schedule 4.4(a)(iv)	  	Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
	Schedule 4.4(b)(ii)	  	Warehouse Locations of Inventory
	Schedule 4.4(b)(iii)	  	Place of Business, Chief Executive Office
	Schedule 4.4(b)(iv)	  	Location of Real Property
	Schedule 4.8	  	Deposit and Investment Accounts
	Schedule 5.1	  	Consents
	Schedule 5.2(a)	  	States of Qualification and Good Standing
	Schedule 5.2(b)	  	Subsidiaries
	Schedule 5.2(c)	  	Accrued and Unpaid Dividends
	Schedule 5.4	  	Federal Tax Identification Number
	Schedule 5.6	  	Prior Names
	Schedule 5.7	  	Environmental
	Schedule 5.8(b)(i)	  	Litigation
	Schedule 5.8(b)(ii)	  	Indebtedness
	Schedule 5.8(d)	  	Plans
	Schedule 5.9	  	Intellectual Property, Source Code Escrow Agreements
	Schedule 5.10	  	Licenses and Permits
	Schedule 5.14	  	Labor Disputes
	Schedule 5.21	  	Business of Borrowers
	Schedule 5.24	  	Equity Interests
	Schedule 5.25	  	Commercial Tort Claims
	Schedule 5.26	  	Letter of Credit Rights
	Schedule 5.27	  	Material Contracts
	Schedule 6.15	  	Post-Closing Obligations
	Schedule 7.3	  	Guarantees


  
 vii








 AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY 

AGREEMENT 

Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as of May 10, 2013 among FLOTEK INDUSTRIES, INC., a
corporation organized under the laws of the State of Delaware (“Holdings”), CESI CHEMICAL, INC., a corporation organized under the laws of the State of Oklahoma (“CESI Chemical”), CESI MANUFACTURING, LLC, a limited
liability company organized under the laws of the State of Oklahoma (“CESI Manufacturing”), MATERIAL TRANSLOGISTICS, INC., a corporation organized under the laws of the State of Texas (“MTI”), TELEDRIFT COMPANY, a
corporation organized under the laws of the State of Delaware (“Teledrift”), TURBECO, INC., a corporation organized under the laws of the State of Texas (“Turbeco”), USA PETROVALVE, INC., a corporation organized
under the laws of the State of Texas (“USA Petrovalve”), FLOTEK ACQUISITION INC., a corporation organized under the laws of the State of Delaware (“Acquisition Sub”) and (upon the consummation of the transactions
contemplated by the Merger Agreement (as hereinafter defined) of FLORIDA CHEMICAL COMPANY, INC., a corporation organized under the laws of the State of Florida, with and into Acquisition Sub, which will be renamed “FLORIDA CHEMICAL COMPANY,
INC.” pursuant to such merger) FLORIDA CHEMICAL COMPANY, INC., a corporation organized under the laws of the State of Delaware (“Florida Chemical”; and together with Holdings, CESI Chemical, CESI Manufacturing, MTI, Teledrift,
Turbeco, USA Petrovalve, and each Person joined hereto as a borrower from time to time, collectively, jointly and severally, the “Borrowers”, and each individually a “Borrower”), the financial institutions which are
now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for itself and as agent for the other
Lenders (PNC, together with its successors and assigns in such capacity, the “Agent”) and PNC CAPITAL MARKETS, LLC, as lead arranger for the Lenders. 
 RECITALS 
 WHEREAS, on September 23, 2011 (the
“Original Closing Date”), Holdings, CESI Chemical, CESI Manufacturing, MTI, Sooner Energy Services, LLC, Teledrift, Turbeco, USA Petrovalve, certain Lenders, and Agent entered into that certain Revolving Credit and Security
Agreement (as amended prior to the date hereof, the “Original Credit Agreement”); 
 WHEREAS, the Borrowers
have requested Agent and Lenders amend and restate the Original Credit Agreement, as set forth herein to, among other things, (a) permit the transactions contemplated by the Merger Agreement, (b) make other amendments as set forth in this
Agreement, (c) pay fees and expenses associated with the foregoing, and (d) to provide for the ongoing working capital requirements of the Borrower; 
 WHEREAS, pursuant to the terms and conditions set forth herein, Borrowers, Agent and Lenders agree to amend and restate the Original Credit Agreement as set forth herein; 






 NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and undertakings herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrowers, Lenders and Agent hereby agree as follows: 
  

	I.	DEFINITIONS. 

 1.1. Accounting
Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms
partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with
financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as consistently applied in preparation of the audited financial statements of Borrowers for the fiscal year ended December 31, 2012.

 1.2. General Terms. For purposes of this Agreement the following terms shall have the following meanings set forth
below: 
 “Accountants” shall have the meaning set forth in Section 9.7 hereof. 

“Acquisition Agreement” shall mean any purchase agreement entered into by any Borrower in connection with a Permitted
Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto. 
 “Acquisition
Sub” shall have the meaning set forth in the introductory paragraph hereto. 
 “Additional Term Loan”
shall have the meaning set forth in Section 2.3(a) hereof. 
 “Adjusted EBITDA” shall mean for any period
the sum of (i) net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period (excluding extraordinary gains), plus (ii) all interest expense of Holdings and its Subsidiaries on a consolidated basis
for such period, plus (iii) all charges against income of Holdings and its Subsidiaries for such period for federal, state and local taxes plus (iv) depreciation expenses for such period, plus (v) amortization
expenses for such period plus (vi) non-cash income reduction adjustments derived from or related to stock-based compensation. 
 “Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof. 
 “Advances” shall mean and include the Revolving Advances, Letters of Credit, the Swing Loans and the Term Loan. 
 “Affected Lender” shall have the meaning set forth in Section 3.11 hereof. 
 “Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any
Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, (x) to vote (A) with respect to any Person (other than Holdings or any Borrower), ten percent (10%) or more of the Equity Interests having ordinary voting power
for the election of directors of such Person or other Persons performing similar functions for any such Person, or (B) with respect to Holdings or any Borrower, twenty percent (20%) or more of the Equity Interests having ordinary


  
 2 







 
voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and
policies of such Person whether by ownership of Equity Interests, contract or otherwise. 
 “Agent” shall have
the meaning set forth in the preamble to this Agreement and shall include its successors and assigns. 

“Agreement” shall mean this Amended and Restated Revolving Credit, Term Loan and Security Agreement, as the same may be
amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time. 

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect
on such day, (b) the sum of the Federal Funds Open Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily LIBOR Rate in effect on such day plus one percent (1%), so long as a Daily LIBOR
Rate is offered, ascertainable and not unlawful. 
 “Anti-Terrorism Laws” shall mean any Laws relating to
terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, all as amended, supplemented or replaced from time to time. 
 “Applicable Law” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, including all applicable
common law and equitable principles, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all
courts and arbitrators. 
 “Applicable Margin” for Revolving Advances and the Term Loan shall mean, for
(i) the period from the Closing Date through and including December 31, 2013, the applicable percentage determined by reference to the following grid for Level I, and (ii) thereafter, a rate per annum determined by reference to the
following grid: 
  

																			
	 Level
	  	 Facility Usage
	  	LIBOR Rate
Loans –
Revolving
Advances	 	 	LIBOR
Rate Loans
– Term
Loans	 	 	Base Rate
Loans –
Revolving
Advances	 	 	Base Rate
Loans –
Term
Loans	 
	 Level I
	  	 If Average Undrawn Availability is greater than 35% of the Maximum Revolving Advance Amount
	  	 	1.50	% 	 	 	2.25	% 	 	 	0.50	% 	 	 	1.25	% 
	 Level II
	  	 If Average Undrawn Availability is greater than 20% but less than or equal to 35% of the Maximum Revolving Advance
Amount
	  	 	1.75	% 	 	 	2.50	% 	 	 	0.75	% 	 	 	1.50	% 
	 Level III
	  	 If Average Undrawn Availability is less than or equal to 20% of the Maximum Revolving Advance Amount
	  	 	2.00	% 	 	 	2.75	% 	 	 	1.00	% 	 	 	1.75	% 


  
 3 







 Adjustments, if any, in the Applicable Margin shall be implemented quarterly, on a
prospective basis, based upon Agent’s calculation of the prior quarter’s Average Undrawn Availability commencing on December 31, 2013 and continuing on the last day of each fiscal quarter thereafter, effective as of the first day of
the second month in the fiscal quarter immediately following such applicable quarter (i.e. February 1st, May 1st, August 1st and November 1st, as applicable). If an Event of Default has occurred and is continuing at the
time any reduction in the Applicable Margin is to be implemented, that reduction shall be deferred until the first day of the first fiscal month following the date on which such Event of Default is waived or cured. Nothing set forth in this
definition shall limit the applicability of the Default Rate upon the occurrence and during the continuance of an Event of Default. 
 If the Borrowers shall fail to deliver the financial statements, certificates and/or other information required under Section 9.2 by the dates required pursuant to such sections, each Applicable
Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above until the date of delivery of such financial statements, certificates and/or other information, at which time the rate will
be adjusted based upon the Average Undrawn Availability reflected in such statements. 
 If, as a result of any restatement of,
or other adjustment to, the financial statements of Borrowers or for any other reason, Agent determines that (a) the Average Undrawn Availability as previously calculated as of any applicable date was inaccurate, and (b) a proper
calculation of the Average Undrawn Availability would have resulted in different pricing for any period, then (i) if the proper calculation of the Average Undrawn Availability would have resulted in higher pricing for such period, the Borrowers
shall automatically and retroactively be delegated to pay to Agent, promptly upon demand by Agent, 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; and (ii) if the proper calculation of the Average Undrawn Availability would have resulted in lower pricing for such period, Lenders shall have no obligation to repay interest or fees to the Borrowers;
provided, that, if as a result of any restatement or other event a proper calculation of the Average Undrawn Availability would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to
the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that
should have been paid for all applicable periods over the amounts of interest and fees actually paid for such periods. 

“Application Date” shall have the meaning set forth in Section 2.8(b) hereof. 

“Approvals” shall have the meaning set forth in Section 5.7(b) hereof. 

  
 4 







 “Approved Electronic Communication” shall mean each notice, demand,
communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the StuckyNet System©, or any other equivalent electronic service agreed to by Agent, whether owned, operated or
hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and
other report, notice, request, certificate and other information material; provided, that, Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically
instructs a Person to deliver in physical form. 
 “Authorized Officer” shall mean the President, Executive
Vice President, Finance Treasurer, or other authorized officer approved by Agent. 
 “Average Undrawn
Availability” shall mean, for any fiscal quarter, the sum of Borrower’s Undrawn Availability for each day during such quarter, divided by the number of days in such quarter, as evidenced by the monthly Borrowing Base Certificates
delivered hereunder. 
 “Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to
be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers
and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC. 

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof. 

“Blocked Account Bank” shall have the meaning set forth in Section 4.8(h) hereof. 

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof. 

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall
extend to all permitted successors and assigns of such Persons. 
 “Borrowers’ Account” shall have the
meaning set forth in Section 2.10 hereof. 
 “Borrowing Agent” shall mean Holdings. 

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2(a) and in detail
satisfactory to Agent in its sole discretion, duly executed by an Authorized Officer of the Borrowing Agent and delivered to Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount, Undrawn Availability, and
Borrower’s Average Undrawn Availability, and calculations thereof as of the date of such certificate. 
 “Business
Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in East Brunswick, New Jersey and, if the applicable Business Day relates to any
LIBOR Rate Loans, such day must also be a day on which dealings are carried on in the London interbank market. 

  
 5 







 “Capital Expenditures” shall mean expenditures made or liabilities incurred
for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one (1) year and which, in accordance with GAAP, would be classified as capital
expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations. 

“Capitalized Lease Obligation” shall mean any Indebtedness of any Borrower or any of its Subsidiaries represented by
obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. 

“CESI Chemical” shall have the meaning set forth in the introductory paragraph hereto. 

“CESI Manufacturing” shall have the meaning set forth in the introductory paragraph hereto. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption
or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Body or (c) the making or issuance of any
request, guideline or directive (whether or not having the force of law) by any Governmental Body; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (ii) 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 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. 

“Cash Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and
Services.” 
 “Cash Management Products and Services” shall mean agreements or other arrangements under
which Agent or any Lender or any Affiliate of Agent or a Lender provides any of the following products or services to any of Borrowers: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards;
(d) purchase cards; (e) ACH transactions; (f) cash management and treasury management services and products, including controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts,
interstate depository network services; or (g) foreign currency exchange and foreign currency swaps and hedges. The indebtedness, obligations and liabilities of any Borrower to the provider of any Cash Management Products and Services
(including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations
under the Guaranty and secured obligations under the Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents (other than any Lender-Provided Interest Rate Hedge). The Liens
securing the Cash Management Products and Services shall be pari passu with the Liens securing the all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5. 

  
 6 







 “CERCLA” shall mean the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq. 
 “Change in Law” shall mean the
occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by
any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Body; provided, that, notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law)
and (y) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

 “Change of Control” shall mean the occurrence of any of the following events subsequent to the Closing Date:
any “person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the Exchange Act) other than another Borrower or the Permitted Investors, shall own, directly or indirectly, Equity Interests in any Borrower
representing a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of any Borrower, respectively (including for the purposes of the calculation of percentage ownership, any Equity Interests into
which any Equity Interests of any Borrower held by any of such “person” or “group” that are convertible or for which any such Equity Interests of any Borrower or of any other Person may be exchanged and any Equity Interests
issuable to such “person” or “group” upon exercise of any warrants, options or similar rights which may at the time of calculation be held by such “person” or “group”) or to have the power, directly or
indirectly, to vote or direct the voting securities having a majority of the ordinary voting power for the election of directors of any Borrower (other than pursuant to proxies or consents solicited by Holdings in connection with a meeting of the
stockholders of Holdings or a written consent in lieu thereof). 
 “Charges” shall mean all taxes, charges,
fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social
security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional
amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Borrower or any of its Affiliates. 

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof. 

  
 7 







 “Claims” shall have the meaning set forth in Section 16.5 hereof.

 “Closing Date” shall mean May 10, 2013 or such other date as may be agreed to in writing by the parties
hereto. 
 “Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from
time to time, and any successor statute of similar import, and the rules and regulations promulgated thereunder, as from time to time in effect. 
 “Collateral” shall mean and include all right, title and interest of each Borrower in all of the following property and assets of such Borrower, in each case whether now existing or
hereafter arising or created and whether now owned or hereafter acquired and wherever located: 
 (a) all Receivables and all
supporting obligations relating thereto; 
 (b) all equipment and fixtures; 

(c) all general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;

 (d) all Inventory; 
 (e) all Subsidiary Stock, securities, investment property, and financial assets; 

(f) all contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel
paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of
credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain
proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations; 
 (g) all ledger sheets, ledger cards,
files, correspondence, records, books of account, business papers, computers, computer software (owned by any Borrower or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the
property described in clauses (a) through (f) of this definition; and 
 (h) all proceeds and products of the property
described in clauses (a) through (g) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Borrower for any reason whatsoever,
but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against Borrowers, would be sufficient to create a perfected Lien in any
property or assets that such Borrower may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in
the Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in
which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code). 

  
 8 







 Notwithstanding the forgoing, Collateral shall not include any Excluded Property; provided,
that, notwithstanding any of the foregoing, the term “Collateral” shall include any and all proceeds arising from such Excluded Property to the extent that the assignment or encumbering of such proceeds is not subject to the same or
similar prohibitions or restrictions. 
 “Collateral Assignment of Acquisition Agreement” shall mean any
document collaterally assigning a Borrower’s rights and remedies under the Merger Agreement or any Acquisition Agreement to Agent, the terms and conditions of which shall be satisfactory to Agent in its sole discretion. 

“Collateral Assignment of Escrow Agreement” shall mean that certain Collateral Assignment of Escrow Agreement, dated as
of the date hereof among Holdings, Agent, the stockholders of Target and CenterState Bank of Florida, N.A., the terms and conditions of which shall be satisfactory to Agent in its sole discretion. 

“Commitment Transfer Supplement” shall mean a document substantially in the form of Exhibit 16.3 hereto, properly
completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute, and any
rule, regulation, or order promulgated thereunder, in each case as amended from time to time. 
 “Compliance
Authority” shall mean each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense
Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) the U.S. Internal Revenue Service, (f) the U.S. Justice Department, and (g) the U.S. Securities and Exchange Commission. 

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(b) hereto
to be signed by an Authorized Officer of Borrowing Agent. 
 “Consents” shall mean all filings and all
licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Borrower’s business or necessary (including to avoid a conflict or
breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents, the Merger Agreement, any Acquisition Agreement, or any agreement
executed in connection with a Permitted Acquisition, including any Consents required under all Applicable Laws. 

“Consigned Inventory” shall mean Inventory of any Borrower that is in the possession of another Person on a consignment,
sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory. 

  
 9 







 “Contract Rate” shall have the meaning set forth in Section 3.1
hereof. 
 “Controlled Group” shall mean, at any time, each Borrower and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Borrower, are treated as a single employer under Section 414 of the Code. 

“Covered Entity” shall mean each Borrower, each Borrower’s Affiliates and Subsidiaries, all Guarantors, pledgors of
Collateral, all owners of the foregoing, and all brokers or other agents of any Borrower acting in any capacity in connection with the Obligations. 
 “Credit Party” shall mean, at each relevant time of determination, (i) each Borrower, (ii) each Guarantor, and (iii) any other Person that is now or hereafter becomes a
party to this Agreement as a “Borrower” or party to any Other Document as a “Guarantor”; and “Credit Parties” means collectively all such Persons. 

“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of
goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrower, pursuant to which such Borrower is to deliver any personal
property or perform any services. 
 “Customs” shall have the meaning set forth in Section 2.13(b) hereof.

 “Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by Agent by dividing (x) the
Published Rate by (y) a number equal to 1.00 minus the Reserve Percentage. 
 “Debt Payments” shall
mean for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances hereunder, plus (b) payments for all fees, commissions and charges set forth herein and with respect to any
Advances, plus (c) payments on Capitalized Lease Obligations, plus (d) payments with respect to any other Indebtedness for borrowed money. 
 “Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default. 

“Default Rate” shall have the meaning set forth in Section 3.1 hereof. 

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date
required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters
of Credit or Swing Loans or (iii) pay over to Agent, the Issuer, the Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that
such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified
Borrowers or Agent in writing, 

  
 10 








 
or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement
indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be
satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized
officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this
Agreement; provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to Agent; (d) has become the subject of an
Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff
or otherwise, is in excess of its pro rata share of such payments due and payable to all of Lenders. 
 “Depository
Accounts” shall have the meaning set forth in Section 4.8(h) hereof. 
 “Designated Lender” shall
have the meaning set forth in Section 16.2(d) hereof. 
 “Document” shall have the meaning given to the
term “document” in the Uniform Commercial Code. 
 “Dollar” and the sign “$” shall
mean lawful money of the United States of America. 
 “Domestic Rate Loan” shall mean any Advance that bears
interest based upon the Alternate Base Rate. 
 “Drawing Date” shall have the meaning set forth in
Section 2.14(b) hereof. 
 “EBITDA” shall mean for any period the sum of (i) net income (or loss) of
Holdings and its Subsidiaries on a consolidated basis for such period (excluding extraordinary gains), plus (ii) all interest expense of Holdings and its Subsidiaries on a consolidated basis for such period, plus (iii) all
charges against income of Holdings and its Subsidiaries for such period for federal, state and local taxes plus (iv) depreciation expenses for such period, plus (v) amortization expenses for such period. 

“Eligible Equipment” shall mean and include with respect to each Borrower, all such equipment owned and held by such
Borrower at one of Borrower’s locations in the continental United States that (i) Agent, in its reasonable discretion, deems to be eligible based on any credit or collateral considerations as agent deems reasonable and appropriate from
time to time and (ii) is subject to a perfected, first priority security interest in favor of Agent, free of all Liens of any Person other than Permitted Encumbrances. 
 “Eligible Inventory” shall mean and include as to Borrowers, Inventory (excluding work-in process) held for sale comprised solely of (a) chemicals used in oil and gas well cementing,
stimulation, acidizing, drilling and production, (b) pumping system components, electric 

  
 11 








 
submersible pumps, gas separators, production valves and related products, (c) spare replacements parts that (i) are not held for sale or lease, (ii) are in a category or of a type
of Collateral addressed or identified in the most recent NOLV Appraisal accepted by Agent and (iii) are used to maintain Borrowers’ Inventory and equipment and (d) mud motors and “measurement while drilling” products that do
not, in Agent’s opinion (exercised in its Permitted Discretion), constitute Rental Fleet Tools, in each case, valued at the lower of cost or market value, determined on an average cost basis, which is not, in Agent’s opinion (exercised in
its Permitted Discretion), obsolete, slow moving or unmerchantable and which Agent, in its Permitted Discretion, shall not deem ineligible Inventory, based on such considerations as Agent may from time to time deem appropriate including whether the
Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Without limiting the foregoing, Inventory shall not be Eligible Inventory if it (i) does not conform
to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof, (ii) is in transit, (iii) is comprised of Rental Fleet Tools, (iv) is located outside the United States or at
a location that is not otherwise in compliance with this Agreement, (v) constitutes Consigned Inventory, (vi) is the subject of an Intellectual Property Claim; (vii) is subject to a License Agreement or other agreement that limits,
conditions or restricts Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement; or (viii) or is situated at a
location not owned by Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or reserves are established pursuant to Section 2.1(a)(y)(iv) of this Agreement in an amount equal to at least
three (3) months rent for such location. Notwithstanding anything herein to the contrary, (i) Eligible Inventory shall not include Inventory being acquired pursuant to a trade Letter of Credit if such trade Letter of Credit remains
outstanding and (ii) no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to (i) the transactions contemplated by the Merger Agreement or (ii) an acquisition (including, without
limitation, a Permitted Acquisition), in each case, unless Agent has completed field examinations and received appraisals with respect to such Inventory, the results of which are reasonably satisfactory in form and substance to Agent. 

“Eligible Receivables” shall mean and include, each Receivable of a Borrower arising in the Ordinary Course of Business
and which Agent, in its Permitted Discretion, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to
Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible
Receivable if: 
 (a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by
an Affiliate of any Borrower; 
 (b) it is due or unpaid more than ninety (90) days after the original invoice date;


  
 12 








 (c) fifty percent (50%) or more of the Receivables from such Customer are not deemed
Eligible Receivables hereunder; such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time; 
 (d) any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached; 
 (e) an Insolvency Event shall have occurred with respect to such Customer; 
 (f)
the sale related to such Receivable is to a Customer with respect to a location outside the United States of America or a province of Canada that has not adopted the Personal Property Security Act of Canada, unless the sale is on letter of credit,
guaranty or acceptance terms, in each case acceptable to Agent in its sole discretion; 
 (g) the sale to the Customer is on a
bill-and-hold, progress bill, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper; 
 (h) Agent believes, in the exercise of its Permitted Discretion, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability
to pay; 
 (i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of
them, unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to and in accordance with the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C.
Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances; 
 (i) the goods giving
rise to such Receivable have not been delivered to and accepted by the Customer or the services giving rise to such Receivable have not been fully performed by the applicable Borrower and accepted by the Customer or the Receivable otherwise does not
represent a final sale; 
 (j) the Receivables of the Customer exceed a credit limit determined by Agent, in its Permitted
Discretion, to the extent such Receivable exceeds such limit; 
 (k) the Receivable is subject to any offset, deduction,
defense, dispute, credits or counterclaim (but such Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Receivable is contingent in
any respect or for any reason; 
 (l) the applicable Borrower has made any agreement with any Customer for any deduction
therefrom, except for discounts or allowances made in the Ordinary Course of Business of such Borrower for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related
thereto, but with respect to a Receivable subject to a deduction or claim, only to the extent of the maximum potential amount of such deduction or claim against the applicable Receivable; 

  
 13 








 (m) any return, rejection or repossession of the merchandise has occurred or the rendition
of services has been disputed; 
 (n) such Receivable is not payable to a Borrower; or 

(o) such Receivable is not otherwise satisfactory to Agent as determined in by Agent in the exercise of its Permitted Discretion.

 Notwithstanding anything herein to the contrary, no Receivables shall be Eligible Receivables to the extent such Receivables were acquired by
a Borrower pursuant to (i) the transactions contemplated by the Merger Agreement or (ii) an acquisition (including, without limitation, a Permitted Acquisition), in each case, unless Agent has completed field examinations with respect to
such Receivable, the results of which are reasonably satisfactory in form and substance to Agent. 
 “Environmental
Complaint” shall have the meaning set forth in Section 9.3(b) hereof. 
 “Environmental Laws”
shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes as well as common laws, relating to the protection of the environment, human health and/or
governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal,
state, international and local Governmental Bodies and authorities with respect thereto. 
 “Equity Interests”
shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how
designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations
promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the
“issuer”) or under the applicable laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal
entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the
applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the
management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability
company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers,
directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any 

  
 14 








 
rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to
amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or
“member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; and (ix) all certificates evidencing such Equity Interests. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

 “Event of Default” shall have the meaning set forth in Article X hereof. 

“Excess Cash Flow” shall mean, for any fiscal period, in each case for Holdings and its Subsidiaries on a consolidated
basis, EBITDA, minus each of the following, to the extent actually paid in cash during such fiscal period, Unfunded Capital Expenditures, taxes, dividends and distributions, and Debt Payments. 

“Excess Funding Borrower” shall have the meaning set forth in Section 16.19(h) hereof. 

“Excess Payment” shall have the meaning set forth in Section 16.19(h) hereof. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Excluded Property” means (i) general intangible, Leasehold Interest, permit, license or other rights under
contracts instruments or other documents if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party (except to the extent such prohibition
is unenforceable pursuant to the provisions of Article 9 of the Uniform Commercial Code), unless and until any required consents shall have been obtained, (ii) equipment owned by any Borrower that is subject to a purchase money lien or a
capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a
violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained, or (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust
accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Borrower’s employees. 

“Excluded Swap Obligation” means, with respect to any guarantor of any Swap Obligation, if, and to the extent that, all
or a portion of the guaranty of such guarantor of, or the grant by such guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act and the regulations thereunder at the time the guaranty of such guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a


  
 15 








 
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is
or becomes illegal. 
 “Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan
Lender Issuer or any other recipient of any payment to be made by or on account of any Obligations, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) in the case of a Foreign Lender, any
withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than
as a result of a Change in Law) to comply with Section 3.10(e), except to the extent that such Foreign Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office
(or assignment or sale of a participation), to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 3.10(a), or (d) any Taxes imposed on any “withholding payment” payable to such
recipient as a result of the failure of such recipient to satisfy the requirements set forth in the FATCA after December 31, 2012. 
 “FATCA” shall mean 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) and any current or future regulations or official interpretations thereof. 
 “Federal Funds
Effective Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day
as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same
manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided that, if such Federal Reserve Bank (or its successor) does
not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced. 

“Federal Funds Open Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days
elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen
that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by PNC (an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg
Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg 

  
 16 








 
Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by PNC at such time (which determination shall be conclusive absent manifest error);
provided, however that, if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate
of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to Borrowers, effective on the date of any such change. 

“Fee Letter” shall mean that certain Second Amended and Restated Fee Letter, dated as of the date hereof, among Agent
and the Borrowers, as the same may be amended, restated, supplemented or modified from time to time. 
 “Fixed Charge
Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) EBITDA of Holdings and its Subsidiaries on a consolidated basis, minus Unfunded Capital Expenditures made during such period, minus cash
taxes paid during such period, minus all cash distributions and cash dividends made during such period to (b) all Debt Payments during such period. 
 “Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform
Act of 1994 and other Applicable Laws related thereto. 
 “Florida Chemical” shall have the meaning set forth
in the introductory paragraph hereto. 
 “Foreign Lender” shall mean any Lender that is organized under the
laws of a jurisdiction other than that in which Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction. 
 “Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or
incorporated in the United States, any State or territory thereof or the District of Columbia. 
 “Formula
Amount” shall have the meaning set forth in Section 2.1(a) hereof. 
 “Funded Debt” shall mean,
with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds, debentures, or similar evidences of Indebtedness that by its terms matures more than one (1) year from issuance, or is directly or
indirectly renewable or extendible at such Person’s option under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of more than one (1) year from the date of creation thereof, and
specifically including Capitalized Lease Obligations, current maturities of long-term debt, revolving credit and short term debt extendible beyond one (1) year at the option of the debtor, and also including, in the case of Borrowers, the
Obligations and, without duplication, Indebtedness consisting of guaranties of Funded Debt of other Persons. 

“GAAP” shall mean accounting principles generally accepted in the United States of America in effect from time to time.


  
 17 








 “Governmental Acts” shall mean any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Governmental Body. 
 “Governmental Body” shall mean any
nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without
limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision) or any successor or similar authority to any of the foregoing. 

“Guarantor” shall mean each Subsidiary (other than Foreign Subsidiaries or the Inactive Subsidiaries) of Holdings that
is not a “Borrower” hereunder and any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations; and “Guarantors” means collectively all such Persons. 

“Guarantor Security Agreement” shall mean any security agreement executed by any Guarantor in favor of Agent securing
the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent. 
 “Guaranty”
shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent. 

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(b) hereof. 

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos,
urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or related materials as defined in or subject to regulation under
Environmental Laws. 
 “Hazardous Wastes” shall mean all waste materials subject to regulation under CERCLA,
RCRA or Applicable Laws now in force or hereafter enacted relating to hazardous waste disposal. 
 “Hedge
Liabilities” shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge.” 

“Holdings” shall have the meaning set forth in the introductory paragraph hereto. 

“Inactive Subsidiaries” shall mean collectively, Flotek Ecuador Management, LLC, a Texas limited liability company,
Flotek Ecuador Investments, LLC, a Texas limited liability company, and FlotekChemical Ecuador CIA, LTDA. 
 “Increasing
Lender” shall have the meaning set forth in Section 2.24(a) hereof. 

  
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 “Indebtedness” shall mean, as to any Person at any time, any and all
indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts
received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations;
(d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement; (e) obligations under any Interest Rate Hedge or other interest rate management
device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf
of such Person or other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or
capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade payables and accrued expenses incurred in the
Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness); (g) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or
redemptions at the sole option of such Person); (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such
Person; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person
arising out of purchase and sale contracts; (j) off-balance sheet liabilities and/or pension plan liabilities of such Person; (k) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other
than those arising in the Ordinary Course of Business; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k). 

“Indemnified Party” shall have the meaning set forth in Section 16.5 hereof. 

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes. 

“Ineligible Security(ies)” shall mean any security which may not be underwritten or dealt in by member banks of the
Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended. 

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such
Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in
writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law,
or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, 

  
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approval of, or acquiescence in, any such proceeding or appointment of a type described in clause(a) or (b); provided, that, an Insolvency Event shall not result solely by virtue of any
ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or
provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject,
repudiate, disavow or disaffirm any contracts or agreements made by such Person. 
 “Intellectual Property”
shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, trade name application, domain name, domain name application, mask work,
trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law. 

“Intellectual Property Claim” shall mean the assertion, by any means, by any Person of a claim that any Borrower’s
ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person. 

“Intellectual Property Security Agreement” shall mean that certain Amended and Restated Intellectual Property Security
Agreement, dated as of the Closing Date between Borrower and Agent, the form and substance of which shall be satisfactory to Agent. 
 “Interest Period” shall mean the period provided for any LIBOR Rate Loan pursuant to Section 2.2(b) hereof. 
 “Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor or similar agreements entered into by any Credit
Party in order to provide protection to, or minimize the impact upon, such Credit Party and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness. 

“Internet Posting” shall have the meaning set forth in Section 16.6 hereof. 

“Inventory” shall mean and include as to each Borrower all of such Borrower’s inventory (as defined in Article 9 of
the Uniform Commercial Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work
in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property,
and all Documents. 
 “Inventory Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(ii)
hereof. 
 “ISP98 Rules” shall have the meaning set forth in Section 2.12(b) hereof. 

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and
(ii) any other Person which Agent in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer. 

  
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 “Joint Obligations” shall have the meaning set forth in
Section 16.19(h) hereof. 
 “Law(s)” shall mean any law(s) (including common law), constitution, statute,
treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond judgment authorization or approval, lien or award of or any settlement arrangement with any Governmental Body,
foreign or domestic. 
 “Lender” and “Lenders” shall have the meaning ascribed to such term in
the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender pursuant to Section 16.3(c). For the purpose of provision of this Agreement or any Other Document which provides for the
granting of a security interest or other Lien to Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedging Obligation
and any Cash Management Obligation) is owed. 
 “Lender-Provided Interest Rate Hedge” shall mean an Interest
Rate Hedge which is provided by any Lender and with respect to which Agent confirms in writing prior to the execution thereof: (a) is documented in a standard International Swap Dealer Association Master Agreement; (b) provides for the
method of calculating the reimbursable amount of the provider’s credit exposure thereunder in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities of any Borrower to the
provider of any Lender-Provided Interest Rate Hedge (the “Hedge Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as
applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other
Documents, subject to the express provisions of Section 11.5 hereof. 
 “Letter of Credit Application”
shall have the meaning set forth in Section 2.12(a) hereof. 
 “Letter of Credit Borrowing” shall have the
meaning set forth in Section 2.14(d) hereof. 
 “Letter of Credit Fees” shall have the meaning set forth
in Section 3.2(a) hereof 
 “Letter of Credit Sublimit” shall mean $10,000,000. 

“Letters of Credit” shall have the meaning set forth in Section 2.11 hereof. 

“LIBOR Rate” shall mean for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate
per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page
that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent which has been approved by the British Bankers’ Association as
an authorized information vendor for the 

  
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purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Alternate Source”), at approximately 11:00
a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing date and a maturity
comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at such time (which
determination shall be conclusive absent manifest error)), by (b) a number equal 1.00 minus the Reserve Percentage. The LIBOR Rate may also be expressed by the following formula: 

 

					
	 Average of London interbank offered rates quoted by Bloomberg or

appropriate Successor as shown on

			
		  	Bloomberg Page BBAM1	  	
	LIBOR Rate =	  	1.00 – Reserve Percentage	  	

 The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective
date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive
absent manifest error. 
 “LIBOR Rate Loan” shall mean any Advance that bears interest based on the LIBOR Rate.

 “License Agreement” shall mean any agreement between any Borrower and a Licensor pursuant to which such
Borrower is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Borrower or otherwise in connection with such Borrower’s business operations.

 “Licensor” shall mean any Person from whom any Borrower obtains the right to use (whether on an exclusive or
non-exclusive basis) any Intellectual Property in connection with such Borrower’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Borrower’s business operations. 

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and content satisfactory to
Agent, by which Agent is given the unqualified right, vis-a-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto,
irrespective of such Borrower’s default under any License Agreement with such Licensor. 
 “Lien” shall
mean any mortgage, deed of trust, deemed or statutory trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or
preferential arrangement held or asserted in respect of any asset or property of any kind or nature whatsoever including any adverse right or claim conditional sale or other title retention agreement, any lease having


  
 22 








 
substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction. 
 “Lien Waiver Agreement” shall mean an agreement which is executed in favor of Agent by a
Person who owns or occupies premises at which any Collateral may be located, or by a Person who has possession or control of any Collateral, from time to time in form and substance satisfactory to Agent in its sole discretion. 

“Material Adverse Effect” shall mean a material adverse effect on (a) the financial condition, results of
operations, assets, business or properties of the Credit Parties, taken as a whole, (b) the Borrowers’ (taken as a whole) ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the
value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the practical realization of the benefits of Agent’s and each Lender’s rights and remedies under this Agreement and the Other
Documents. 
 “Material Contract” shall mean any agreement, document, instrument, contract or other arrangement
to which Holdings or any of its Subsidiaries is a party (other than this Agreement and the Other Documents) concerning an amount in excess of $1,000,000 for which the nonperformance, cancellation or failure to renew could reasonably be expected to
have a Material Adverse Effect, together with those agreements and arrangements listed on Schedule 5.27 (if any), as each is amended, restated, supplemented, renewed, replaced or otherwise modified from time to time to the extent permitted by
this Agreement. 
 “Maximum Loan Amount” shall mean $125,000,000 plus any increases in accordance with
Section 2.24 less repayments of the Term Loan. 
 “Maximum Revolving Advance Amount” shall mean
$75,000,000 plus any increases in accordance with Section 2.24. 
 “Maximum Swing Loan Advance
Amount” shall mean $7,500,000; provided, that, upon the effective date of each increase in the Maximum Revolving Advance Amount in accordance with Section 2.24, the Maximum Swing Loan Advance Amount shall increase by an amount
equal to ten percent (10%) of the amount of such increase in the Maximum Revolving Advance Amount. 
 “Maximum
Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of
Credit, whether or not any such automatic increase has become effective. 
 “Merger Agreement” shall mean that
certain Agreement and Plan of Merger by and among Holdings, Acquisition Sub, Target, and the stockholders of Target dated as of the date hereof. 
 “Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof. 

  
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 “MTI” shall have the meaning set forth in the introductory paragraph
hereto. 
 “Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or
4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Borrower or any member of the Controlled Group. 
 “Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the Controlled Group) at least two of whom are not under
common control, as such a plan is described in Section 4064 of ERISA. 
 “Negative Pledge” shall mean
collectively, those certain Negative Pledge Agreements, in each case, dated as of the Closing Date, between the Credit Parties named therein and Agent, in recordable form and otherwise in form and substance satisfactory to Agent. 

“New Lender” shall have the meaning set forth in Section 2.24(a) hereof. 

“NOLV Appraisal” shall have the meaning set forth in Section 9.19 hereof. 

“Non-Defaulting Lender” shall mean, at any time, any Revolving Lender that is not a Defaulting Lender at such time.

 “Note(s)” shall mean collectively, the Revolving Credit Note, the Term Note, the Swing Loan Note and any
additional promissory note evidencing the Obligations under this Agreement, each as amended, restated, extended, supplemented or otherwise modified from time to time. 
 “Notice” shall have the meaning set forth in Section 16.6 hereof. 
 “Obligations” shall mean and include any and all loans (including without limitation, all Advances), advances, debts, liabilities, obligations (including without limitation all
reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Credit Party to Issuer, any Lender, Swing Loan Lender or Agent (or to any other direct or
indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and
expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument,
whether arising under any agreement, instrument or document. (including this Agreement, the Other Documents, Lender-Provided Interest Rate Hedges and any Cash Management Products and Services) whether or not for the payment of money, whether arising
by reason of an extension of credit, opening or issuance of a letter of credit, loan, equipment lease, establishment of any purchase card or similar facility or guarantee, under any interest or currency swap, future, option or other similar
agreement, or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of Agent’s or any Lender’s non-receipt of or
inability to collect funds or otherwise not being made whole in 

  
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connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or
several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether
evidenced by any agreement or instrument, including, but not limited to, (i) any and all of any Credit Party’s Indebtedness and/or liabilities (and any and all indebtedness, obligations and/or liabilities of any Subsidiary of any Credit
Party) under this Agreement, the Other Documents or under any other agreement between Issuer, Agent or Lenders and any Borrower and any amendments, extensions, renewals or increases and all costs and expenses of Issuer, Agent and any Lender incurred
in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Borrower to Issuer,
Agent or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. The liabilities of any Borrower to the provider of any Lender-Provided Interest Rate Hedge shall be
“Obligations” hereunder, “Liabilities” under the Guaranty and “Obligations” under the Guarantor Security Agreement and otherwise treated as Obligations for purposes of each of the Other Documents; provided that,
notwithstanding any provision herein or in any Other Document, the Obligations, the “Liabilities” under any Guaranty and the “Obligations” under any Guarantor Security Agreement shall not include any Excluded Swap Obligations.

 “Order” shall have the meaning set forth in Section 2.19(b) hereof. 

“Ordinary Course of Business” shall mean, with respect to any Borrower, the ordinary course of such Borrower’s
business as conducted on the Closing Date. 
 “Original Closing Date” shall have the meaning set forth in the
recitals hereto. 
 “Original Credit Agreement” shall have the meaning set forth in the recitals hereto.

 “Original Term Loan” shall have the meaning set forth in Section 2.3(a) hereof. 

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of
incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other
applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation,
any certificates of designation for preferred stock or other forms of preferred equity. 
 “Other Documents”
shall mean the Notes, each Negative Pledge, the Perfection Certificates, the Fee Letter, any Collateral Assignment of Acquisition Agreement, Collateral Assignment of Escrow Agreement, any Guaranty, any Guarantor Security Agreement, any Pledge
Agreement, any Lender-Provided Interest Rate Hedge, the Intellectual Property Security Agreement and any and all other agreements, instruments and documents, including any lien subordination agreements, acknowledgements, estoppels, consents,
certificates, opinions, 

  
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standstill, non-disturbance or intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings
heretofore, now or hereafter executed by any Credit Party and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements,
modifications, substitutions and replacements thereto and thereof. 
 “Other Taxes” shall mean all present or
future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any Other Document. 
 “Out-of-Formula Loans” shall have the meaning set forth in
Section 16.2(e) hereof. 
 “Parent” of any Person shall mean a corporation or other entity owning,
directly or indirectly, fifty percent (50%) or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the members of the board of directors of such Person, or any other similar governing body of
such Person. 
 “Participant” shall mean each Person who, pursuant to Section 16.3(b), shall be granted
the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender. 
 “Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof. 
 “Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject
to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in
Section 2.14(a) hereof. 
 “Payment Office” shall mean initially Two Tower Center Boulevard, East
Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office. 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. 

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in
Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is
maintained or to which contributions are required by Borrowers or any member of the Controlled Group or (ii) has at any time within the preceding five (5) years been maintained or to which contributions have been required by Borrowers or
any entity which was at such time a member of the Controlled Group. 

  
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 “Perfection Certificates” shall mean, collectively, the information
questionnaires and the responses thereto provided by Borrowing Agent on behalf of the Credit Parties and delivered to Agent. 

“Permitted Acquisitions” shall mean any acquisition by any Borrower, whether by purchase, merger or otherwise, of all or
substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person. Any such acquisition must meet, at a minimum, the following conditions (unless waived in writing by Agent): 

(a) Agent shall have received at least thirty (30) Business Days’ prior written notice of such proposed acquisition, which
notice shall include a reasonably detailed description of such proposed acquisition; 
 (b) all transactions in connection
therewith shall be consummated in accordance with all Applicable Laws and in conformity with all applicable Governmental Acts; 

(c) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would
result therefrom; 
 (d) the business and assets acquired by such Borrower, or in the case of a joint venture, formed, in such
acquisition shall be clear and free of all Liens (other than Permitted Encumbrances); 
 (e) any Person or assets or division as
acquired in accordance herewith shall be in same business or lines of business in which Borrowers are engaged as of the Closing Date or businesses or lines of business that are reasonably related or incidental thereto; 

(f) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person
acquired or the Person from whom such assets or division is acquired; 
 (g) in the case of a merger or consolidated, the
applicable Borrower shall be the continuing and surviving entity; 
 (h) at or prior to the closing of such acquisition, Agent
shall be granted a first priority perfected Lien (subject to Permitted Encumbrances) in the assets and Equity Interests of such acquisition target or newly formed Subsidiary of the applicable Borrower in connection with such acquisition and such
acquisition target or newly formed Subsidiary shall become a Borrower hereunder or a Guarantor (to be determined by Agent in its sole discretion), in each case, pursuant to Section 7.12; 

(i) immediately prior to, and after giving effect thereto, Holdings and its Subsidiaries on a consolidated basis shall be in pro forma
compliance with the financial covenants set forth in Section 6.5 of this Agreement; 

  
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 (j) concurrently with the delivery of the notice referred to in clause (a) above,
Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent in its sole discretion: 
 (i) a pro
forma consolidated balance sheet, income statement and cash flow statement of Holdings and its Subsidiaries on a consolidated basis (the “Permitted Acquisition Pro Forma”), based on recent financial statements, which shall be
complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted
Acquisition, and such Permitted Acquisition Pro Forma shall reflect that (y) on a pro forma basis, Holdings and its Subsidiaries would have complied with all financial covenants set forth in Section 6.5 of this Agreement (after giving
effect to such Permitted Acquisition and all Revolving Advances funded in connection therewith as if made on the first day of such period), and (z) on a pro forma basis, no Default or Event of Default has occurred and is continuing or would
result after giving effect to such proposed Acquisition; and 
 (ii) a certificate of an Authorized Officer of Holdings to the
effect that Holdings and its Subsidiaries on a consolidated basis will be solvent upon the consummation of the proposed acquisition; 
 (k) on or prior to the date of such proposed acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the acquisition agreement and related agreements and
instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent; 
 (l) after
giving effect to such acquisition, Borrowers shall have an Undrawn Availability of at least $10,000,000 (as evidenced by a Borrowing Base Certificate and any supplemental schedules, in form and substance satisfactory to Agent, calculated as of the
date of such acquisition); and 
 (m) the aggregate consideration (including the amount of any liabilities assumed by Holdings
and/or its Subsidiaries), paid by Holdings and/or its Subsidiaries (i) for any such acquisition shall not exceed $5,000,000 and (ii) for all such acquisitions made during the term of this Agreement shall not exceed $15,000,000. 

“Permitted Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured
asset-based lender) of commercially reasonable business judgment. 
 “Permitted Encumbrances” shall
mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or other governmental
charges not delinquent or being Properly Contested; provided, that the Lien shall have no effect on the priority of the Liens in favor of Agent or the value of the assets in which Agent has such a Lien and a stay of enforcement of any such
Lien shall be in effect; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other
than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance
against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the 

  
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rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default
under Section 10.6 hereof; (f) mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested;
(g) Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof; provided, that, (I) any such lien shall not encumber any other property of any Borrower and (II) the aggregate amount of
Indebtedness secured by such Liens incurred as a result of such purchases during any fiscal year shall not exceed the amount permitted in Section 7.6 hereof; (h) other Liens incidental to the conduct of any Borrower’s business or the
ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from or impair Agent’s or Lenders’ rights
in and to the Collateral or the value of any Borrower’s property or assets or which do not materially impair the use thereof in the operation of any Borrower’s business; and (i) Liens disclosed on Schedule 1.2;
provided, that, such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Borrower other than the property and assets to which they apply as of
the Closing Date. 
 “Permitted Indebtedness” shall mean: (a) Indebtedness to Lenders (including any
Lender-Provided Interest Rate Hedge); (b) Indebtedness incurred for Capital Expenditures permitted under Section 7.6 hereof; (c) purchase money Indebtedness in an amount, when aggregated with Indebtedness permitted pursuant to clause
(d) hereof, not to exceed $1,000,000 in the aggregate; (d) unsecured Indebtedness in an amount, when aggregated with purchase money Indebtedness permitted pursuant to clause (c) hereof, not to exceed $1,000,000 in the aggregate, so
long as such Indebtedness is unsecured, on terms and conditions satisfactory to Agent in its sole discretion, and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of a Subordination Agreement;
(e) Indebtedness of any Credit Party to any other Credit Party in an aggregate amount not to exceed $500,000; (f) Indebtedness assumed under the Merger Agreement; (g) unsecured Indebtedness subject only to Permitted Encumbrances
(other than clauses (j) and (k) of the definition of Permitted Encumbrances) that is assumed in connection with a Permitted Acquisition, so long as such Indebtedness does not exceed $1,500,000 in the aggregate during the Term or $500,000
for any Permitted Acquisition; and (h) Indebtedness that is due under any Interest Rate Hedge, so long as such Interest Rate Hedge (i) is provided by a financial institutions acceptable to Agent in its sole discretion, (ii) is
documented in a standard International Swap Dealer Association Agreement, (iii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, (iv) is entered
into for hedging (rather than speculative) purposes. 
 “Permitted Investments” shall mean investments in:
(a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating);
(c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital
and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency;
(d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; and (e) Permitted Loans. 

  
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 “Permitted Investors” means all of the following, without duplication:
(i) the members of management of the Borrowers on the Closing Date, and (ii) the holders of the Equity Interests of Borrowers as of the Closing Date. 
 “Permitted Loans” shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or
rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed as to all such loans the aggregate amount of $100,000 at any time outstanding; and (c) loans to Credit
Parties to the extent permitted by clause (e) of the definition of Permitted Indebtedness. 
 “Person”
shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit
corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof). 

“Petrovalve Delaware” shall mean Petrovalve, Inc., a Delaware corporation. 

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension
Benefit Plan and a Multiemployer Plan, as defined herein) maintained by any Borrower or any member of the Controlled Group or to which any Borrower or any member of the Controlled Group is required to contribute. 

“Pledge Agreements” shall mean (i) that certain Amended and Restated Pledge Agreement executed by Holdings in favor
of Agent dated as of the Closing Date, (ii), that certain Pledge Agreement executed by CESI Chemical in favor of Agent dated as of the Closing Date, (iii) that certain Pledge Agreement executed by Flotek International in favor of Agent dated as
of the Closing Date, (iv) that certain Pledge Agreement executed by Petrovalve Delaware in favor of Agent dated as of the Closing Date, (v) that certain Pledge Agreement executed by CESI Manufacturing in favor of Agent dated as of the
Closing Date, (vi) that certain Pledge Agreement executed by Florida Chemical in favor of Agent dated as of the Closing Date and (vii) any other pledge agreements executed subsequent to the Closing Date by any other Person to secure the
Obligations. 
 “PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to
all of its affiliates, successors and assigns. 
 “Pro Forma Balance Sheet” shall have the meaning set forth in
Section 5.5(a) hereof. 
 “Pro Forma Financial Statements” shall have the meaning set forth in
Section 5.5(b) hereof. 
 “Projections” shall have the meaning set forth in Section 5.5(b) hereof.


  
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 “Properly Contested” shall mean, in the case of any Indebtedness, Lien or
taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or taxes,
as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the
non-payment of such Indebtedness or taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness
or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of Agent (except only with respect to property taxes that have priority as a matter
of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the
entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review. 

“Pro Rata Share” shall have the meaning set forth in Section 16.19(h) hereof. 

“Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof. 

“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money
Rates” listing under the caption “London Interbank Offered Rates” for a one-month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one-month period as published in
another publication selected by Agent). 
 “Purchasing CLO” shall have the meaning set forth in
Section 16.3(d) hereof. 
 “Purchasing Lender” shall have the meaning set forth in Section 16.3(c)
hereof. 
 “RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.,
as same may be amended from time to time. 
 “Real Property” shall mean all of the owned and leased premises
identified on Schedule 4.4(b)(iv) hereto or in and to any other premises or real property that are hereafter owned or leased by any Credit Party. 
 “Receivables” shall mean and include, as to each Borrower, all of such Borrower’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s
contract rights, instruments (including those evidencing indebtedness owed to such Borrower by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments,
documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all
supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder. 

  
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 “Receivables Advance Rate” shall have the meaning set forth in
Section 2.1(a)(y)(i) hereof. 
 “Register” shall have the meaning set forth in Section 16.3(e)
hereof. 
 “Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

 “Releases” shall have the meaning set forth in Section 5.7(c)(i) hereof. 

“Rental Fleet Tools” shall mean Inventory owned by a Borrower which is held for rental to Customers. Any stabilizers,
reamers, wipers, jars, shock subs, wireless survey “measurement whole drilling” tools and mud motors shall constitute “Rental Fleet Tools” unless Borrowers establish their respective status as Eligible Inventory to the
satisfaction of Agent in its Permitted Discretion. 
 “Replacement Lender” shall have the meaning set forth in
Section 3.11 hereof. 
 “Replacement Notice” shall have the meaning set forth in Section 3.11 hereof.

 “Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is
indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or
circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law. 

“Required Lenders” shall mean Lenders (not including the Swing Loan Lender (in its capacity as such Swing Loan Lender)
or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal amount of the
Term Loan, or (b) after the termination of all commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances and Term Loans, and (y) (i) the aggregate of the Maximum Undrawn Amount of all outstanding Letters
of Credit and outstanding Swing Loans multiplied by (ii) the Revolving Commitments of all Lenders as most recently in effect excluding any Defaulting Lender; provided, however, if there are fewer than three (3) Lenders,
Required Lenders shall mean all Lenders (excluding any Defaulting Lender). 
 “Reserve Percentage” shall mean
as of any day the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”. 

“Revolving Advances” shall mean Advances made other than Letters of Credit, the Term Loan and the Swing Loans.

 “Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make
Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender. 

  
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 “Revolving Commitment Amount” shall mean, (i) as to any Lender other
than a New Lender, the Revolving Commitment amount (if any) set forth below such Lender’s name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to
Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment amount
provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to
Section 16.3(c) or (d) hereof. 
 “Revolving Commitment Percentage” shall mean, (i) as to any
Lender other than a New Lender, the Revolving Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to
Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment
Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any
assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof. 
 “Revolving Credit Note”
shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof. 
 “Revolving Interest
Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and
(b) with respect to LIBOR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate. 
 “Sanctioned
Country” shall mean a country subject to a sanctions program maintained by any Compliance Authority. 

“Sanctioned Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a
specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority. 
 “SEC” shall mean the Securities and Exchange Commission or any successor thereto. 
 “Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any affiliates of Agent or any Lender to whom any Hedging Obligations or Cash
Management Liabilities are owed and with each other holder of any of the Obligations, and the respective participants, successors and assigns of each of them. 

  
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 “Securities Act” shall mean the Securities Act of 1933, as amended.

 “Settlement” shall have the meaning set forth in Section 2.6(d) hereof. 

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof. 

“Subordination Agreement(s)” shall mean (a) any agreement among any Borrower, a subordinating creditor of such
Borrower and Agent, on behalf other Lenders, pursuant to which, among other things, the Indebtedness owing and/or any Lien granted to such subordinated creditor is subordinated to the prior payment and satisfaction of the Obligations and Loan of
Agent and (b) any note, indenture, note purchase agreement or similar instrument or agreement, pursuant to which the Indebtedness evidenced thereby or issued thereunder is subordinated to the Obligations by the express terms of such note,
indenture, note purchase agreement or similar instrument or agreement, in each case, in form and substance satisfactory to Agent in its sole discretion. 
 “Subsidiary” of any Person shall mean a corporation or other entity, the Equity Interests of which, having ordinary voting power (other than Equity Interests having such power only by
reason of the happening of a contingency) to elect a majority of the members of the board of directors (or other body performing similar functions) of such entity, are owned, directly or indirectly, by such Person. References to Subsidiaries of any
Borrower in the provisions of this Agreement shall not be construed to imply any consent by Agent or Lenders to the formation or acquisition of any such Subsidiaries other than as expressly permitted hereunder. 

“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary, one
hundred percent (100%) of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign Subsidiary (i) one hundred percent (100%) of such issued and outstanding
Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) and (ii) sixty-six percent (66%) (or such greater percentage that, due to a change in an Applicable Law after the date hereof,
(x) could not reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Borrower and (y) could not reasonably be
expected to cause any material adverse tax consequences) of such issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). 

“Supermajority Lenders” shall mean Lenders (not including the Swing Loan Lender (in its capacity as such Swing Loan
Lender) or any Defaulting Lender) holding at least seventy-five percent (75%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal
amount of the Term Loan, or (b) after the termination of all commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances and Term Loans, and (y) (i) the aggregate of the Maximum Undrawn Amount of all
outstanding Letters of Credit and outstanding Swing Loans multiplied by (ii) the Revolving Commitments of all Lenders as most recently in effect excluding any Defaulting Lender; provided, however, if there are fewer than three
(3) Lenders, Required Lenders shall mean all Lenders (excluding any Defaulting Lender). 

  
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 “Swap Obligation” means, with respect to any Guarantor, any obligation to
pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 
 “Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans. 
 “Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof. 
 “Swing Loan Request” shall mean a request for Swing Loans made in accordance with in Section 2.4(a)(i) hereof. 

“Swing Loans” shall mean, collectively, Advances made by PNC to Borrowers pursuant to Section 2.4 hereof.

 “Swing Loan Request” shall have the meaning set forth in Section 2.4(b) hereof. 

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof. 

“Target” shall mean Florida Chemical Company, Inc., a corporation formed under the laws of the State of Florida.

 “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto. 
 “Teledrift” shall have the meaning set forth in the introductory paragraph hereto. 
 “Term” shall have the meaning set forth in Section 13.1 hereof. 
 “Term Loan” shall have the meaning set forth in Section 2.3(a) hereof. 
 “Term Loan Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan
Commitment Amount (if any) of such Lender. 
 “Term Loan Commitment Amount” shall mean, as to any Lender, the
term loan commitment amount (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof,
the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

 “Term Loan Commitment Percentage” shall mean, as to any Lender, the Term Loan Commitment Percentage (if any)
set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Term Loan Commitment Percentage
(if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof. 

  
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 “Term Loan Rate” shall mean (a) with respect to Term Loans that
are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term Loans that are LIBOR Rate Loans, the sum of the Applicable Margin
plus the LIBOR Rate. 
 “Term Note” shall mean, collectively, the promissory notes described in
Section 2.3(a) hereof. 
 “Termination Event” shall mean: (a) a Reportable Event with respect to any
Plan; (b) the withdrawal of any Borrower or any member of the Controlled Group from a Plan 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) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of
proceedings by the PBGC to terminate a Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (b) that
may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Borrower or any member of the Controlled Group
from a Multiemployer Plan; (g) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not diligent, upon any Borrower
or any member of the Controlled Group. 
 “Toxic Substance” shall mean and include any material present on the
Real Property which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable
Federal or state laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints. 

“Transactions” shall have the meaning set forth in Section 5.5(a) hereof. 

“Transferee” shall have the meaning set forth in Section 16.3(d) hereof. 

“Trigger Period” shall mean the period commencing on the day that a Default or an Event of Default occurs or
Borrowers’ Average Undrawn Availability has been less than $10,000,000 (as evidenced by a Borrowing Base Certificate and any supporting schedules, in form and substance satisfactory to Agent, calculated as of the last day of such of such
calendar month). 
 “Turbeco” shall have the meaning set forth in the introductory paragraph hereto.

 “UCP” shall have the meaning set forth in Section 2.12(b) hereof. 

“Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula
Amount or (ii) the Maximum Revolving Advance Amount, minus the amount of reserves (if any) established in accordance with Section 2.1(a)(y)(iv), minus the Maximum Undrawn Amount of all outstanding Letters of Credit,
minus (b) the sum of (i) the outstanding amount of Advances (other than the Term Loan) plus (ii) all amounts due and owing to any 

  
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Borrower’s trade creditors which are outstanding sixty (60) days or more past their due date, plus (iii) fees and expenses incurred in connection with the Transactions for
which Borrowers are liable but which have not been paid or charged to Borrowers’ Account, plus (iv) all other past due Indebtedness (excluding trade payables) included in the calculation of clause (iii) above. 

“Unfunded Capital Expenditures” shall mean, as to any Borrower, without duplication, a Capital Expenditure funded
(a) from such Borrower’s internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan. 
 “Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof. 
 “USA Petrovalve” shall have the meaning set forth in the introductory paragraph hereto. 
 “USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same
has been, or shall hereafter be, renewed, extended, amended or replaced. 
 “Vehicle Title” shall have the
meaning set forth in Section 4.13 hereof. 
 1.3. Uniform Commercial Code Terms. All terms used herein and defined
in the Uniform Commercial Code as adopted in the State of Texas from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms
“accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”,
“financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment
intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in
Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply
automatically as of the date of such amendment, modification or revision. 
 1.4. Certain Matters of Construction. The
terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the
singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or
agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or
renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued
on a first-in, first-out basis. Whenever the words “including” 

  
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or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or Event of Default
shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a
Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders. Any
Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by
Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for
the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower or its representative officers or
representatives are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of an Authorized Officer of any Borrower or (ii) the knowledge that an Authorized Officer would have obtained if
he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower and a good faith attempt to ascertain the
existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by
an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent
effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the
incorrectness of a breach of a representation or warranty hereunder. 
  

	II.	ADVANCES, PAYMENTS. 

 2.1.
Revolving Advances. 
 (a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this
Agreement specifically including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the
lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: 

(i) up to eighty-five percent (85%), subject to the provisions to Section 2.1(b) hereof (the “Receivables Advance
Rate”), of Eligible Receivables, plus 
 (ii) up to the lesser of (A) seventy-percent (70%), subject to
the provisions to Section 2.1(b) hereof, of the Eligible Inventory, (B) eighty-five percent (85%), subject to the provisions to Section 2.1(b) hereof, of the value percentage of the appraised net


  
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orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) and (C) $50,000,000 in the
aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus 

(iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus 

(iv) such reserves as Agent may deem proper and necessary in the exercise of its Permitted Discretion from time to time. 

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Section 2.1(a)(y)(iv) at any
time and from time to time shall be referred to as the “Formula Amount”. Subject to the provisions of Section 2.1(b), the Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate
delivered pursuant to Section 9.2 and approved by Agent in its sole discretion. The Revolving Advances shall be evidenced by one or more secured promissory notes, substantially in the form attached hereto as Exhibit 2.1(a) (as the same
may be amended, amended and restated, renewed, replaced, supplemented and/or otherwise modified from time to time, collectively, the “Revolving Credit Note”). 
 (b) Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such
increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing reserves may limit or restrict Advances requested by Borrowing Agent. Prior to the occurrence of an Event of Default or Default, Agent shall endeavor
to give Borrowing Agent three (3) days prior written notice of any modification of the Advance Rates; provided, however, no Credit Party nor any of their respective Affiliates shall have any right of action whatsoever against
Agent for, and Agent shall not be liable for any damages resulting from, the failure of Agent to provide the notice contemplated in this sentence. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).

 2.2. Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All
Advances. 
 (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. on a Business Day of a
Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect
to any other Obligation under this Agreement, become due unless Borrowing Agent has elected a LIBOR Rate Loan therefor in accordance with subsection (b) below, same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate
Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable. 
 (b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBOR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent
written notice by no later than 10:00 a.m. on the day which is 

  
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three (3) Business Days prior to the date such LIBOR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type
of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $1,000,000 and in integral multiples of $500,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods
for LIBOR Rate Loans shall be for one (1), two (2) or three (3) months; provided, that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in
the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No LIBOR Rate Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. After giving
effect to each requested LIBOR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than four (4) LIBOR Rate Loans, in the aggregate. 

(c) Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate Loan is made and shall end on such date as
Borrowing Agent may elect as set forth in subsection (b)(iii) above; provided, that, the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no
Interest Period shall end after the last day of the Term. 
 (d) Borrowing Agent shall elect the initial Interest Period
applicable to a LIBOR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of
each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such
LIBOR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent with respect to any LIBOR Rate Loan, Borrowing Agent shall be deemed to have elected to convert such LIBOR Rate Loan to a Domestic Rate Loan
subject to Section 2.2(e) below. 
 (e) Provided, that, no Default or Event of Default shall have occurred and be
continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another
type in the same aggregate principal amount; provided, that, any conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan. If Borrowing Agent desires to
convert a loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic
Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBOR Rate Loan)
with respect to a conversion from a LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a LIBOR Rate Loan, the duration of the first Interest Period
therefor. 
 (f) At its option and upon written notice given prior to 10:00 a.m. at least three (3) Business Days prior to
the date of such prepayment, any Borrower may, subject to 

  
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Section 2.2(g) hereof, prepay the LIBOR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such
Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the
then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. 
 (g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any
prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after
notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable
pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. 
 (h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation
any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or
maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBOR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBOR Rate Loans are
then outstanding, promptly upon request from Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is
not the last day of the Interest Period applicable to such LIBOR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant
to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error. 
 2.3. Term
Loans 
 (a) Term Loan. Lenders severally made an advance (the “Original Term Loan”) in the original
principal amount of $25,000,000. As of the Closing Date, the outstanding principal balance of the Original Term Loan is $23,809,523.80. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make an
additional term loan to Borrowers on the Closing Date in the amount equal to such Lender’s Term Loan Commitment Percentage of $26,190,476.20 (the “Additional Term Loan”). The Additional Term Loan, as refinanced by the Original
Term Loan shall be deemed a single term loan (the “Term Loan”) which shall be in an aggregate principal amount not to exceed $50,000,000. The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal,
payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: (a) commencing June 1, 2013, and continuing on


  
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the first Business Day of each and every calendar month thereafter, Borrowers shall pay to Agent equal monthly payments of principal in the aggregate amount of $595,238.09 (which amount has been
agreed to by Borrowers and Lenders and based upon a seven (7) year principal amortization schedule) and (b) the entire outstanding principal balance of this Term Loan, together with all accrued and unpaid interest, shall be due and payable
in full, in cash, on the last day of the Term, if not sooner, by Borrowers; provided, however, if the principal amount of the Term Loan at any time outstanding exceeds an amount equal to eighty-five percent (85%) of the appraised
net orderly liquidation value of Eligible Equipment (based on the most recent NOLV Appraisal received by Agent), Borrowers shall immediately prepay, upon request of Agent, the Term Loan in an amount sufficient to eliminate excess. The Term Loan
shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3(a). The Term Loan may consist of Domestic Rate Loans or LIBOR Rate Loans, or
a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBOR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBOR Rate
Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply. Once repaid, the Term Loan may not be re-borrowed. 

(b) [Reserved]. 
 2.4. Swing Loans. 
 (a) Subject to the terms and conditions set forth in
this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this
Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this
Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount; provided, that, the
outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all
outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan
Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”)
substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender
from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. 

  
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 (b) Upon either (x) any request by Borrowing Agent for a Revolving Advance made
pursuant to Section 2.2(a) hereof or (y) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole
discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided, that, notwithstanding anything to the contrary provided for herein, Swing Loan
Lender may not make Swing Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving
Commitments have been terminated for any reason. 
 (c) Upon the making of a Swing Loan (whether before or after the occurrence
of a Default or Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any
time, require Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to
fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Credit Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in
respect of such Swing Loan; provided, that, no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment
(taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit. 
 2.5. Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of
Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any
Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to
Swing Loans made upon any request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by
way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, (ii) with
respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such
deemed request. During the Term, Borrowers may use the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof. 

  
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 2.6. Making and Settlement of Advances. 

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders
holding the Revolving Commitments (subject to any contrary terms of Section 2.22). The Term Loan shall be advanced according to the applicable Term Loan Commitment Percentages of Lenders holding the Term Loan Commitments. Each borrowing of
Swing Loans shall be advanced by the Swing Loan Lender alone. 
 (b) Promptly after receipt by Agent of a request or a deemed
request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding
Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among
Lenders of the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the
applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in U.S. Dollars and immediately available funds at the Payment Office prior to the close of business, on
the applicable borrowing date; provided, that, if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such
borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof. 
 (c) Unless Agent
shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving
Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to
Borrowers a corresponding amount. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay
to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be
made by such Lender, the greater of (A) (x) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by
Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrowers, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share
of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Revolving Lender that shall
have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrowers with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error. 

  
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 (d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a
“Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason
whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement
Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest
accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by
Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day5. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or
the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders
accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with
interest thereon as specified in Section 2.6(c). 
 (e) If any Lender or Participant (a “Benefited
Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such
payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such
Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall
be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender
were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the
Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral. 

2.7. Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the
lesser of (a) the Maximum Revolving Advance Amount or (b) the Formula Amount less, in each case, the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit. The aggregate balance of Advances outstanding at
any time shall not exceed the Maximum Loan Amount. 

  
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 2.8. Manner and Repayment of Advances. 

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as
herein provided. The Term Loan shall be due and payable as provided in Section 2.3(a) hereof and shall be due and payable in full on the last day of the Term, subject to mandatory prepayments as herein provided. Notwithstanding the foregoing,
all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on
account of the principal of and interest on the Advances (other than the Term Loan) shall be applied first, to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to
the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Loan shall be applied to the Term Loan pro
rata according to the Term Loan Commitment Percentages of Lenders in the inverse order of maturities thereof. 
 (b) Each
Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit
Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with
respect to such item, as the “Application Date”). Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account
for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by
Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the
face amount of all items of payment received during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate
Loans for one (1) Business Day. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h). 
 (c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. on the due date
therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as
provided in Section 2.2 hereof. 
 (d) Except as expressly provided herein, all payments (including prepayments) to be made
by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to
1:00 p.m., in Dollars and in immediately available funds. 

  
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 2.9. Repayment of Excess Advances. If at any time the aggregate balance of
outstanding Revolving Advances, Swing Loans, Term Loans and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, such excess Advances shall be
immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred. 
 2.10. Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be
recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely
affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers during
such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’
specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances
and other charges thereto and of payments applicable thereto. 
 2.11. Letters of Credit. (a) Subject to the terms
and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance thereof
would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans to such Borrower, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the lesser
of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount; provided, further, however that, Issuer will not be required to issue or cause to be issued any Letters of Credit to the extent that the issuance
thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the lesser of
(x) the Maximum Revolving Advance Amount or (y) the Formula Amount. The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments
related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear
interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof). 
 (b)
Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain
Issuer from issuing any Letter of Credit, or any Law applicable to the Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that the Issuer
refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise
compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or
(ii) the issuance of the Letter of Credit would violate one or more policies of the Issuer applicable to letters of credit generally. 

  
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 2.12. Issuance of Letters of Credit. 

(a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to
Issuer, with a copy to Agent at the Payment Office, prior to 10:00 a.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit
Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if
such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have
been terminated for any reason. 
 (b) Each Letter of Credit shall, among other things, (i) provide for the payment of
sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date
not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary
Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the
“ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. 

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

 2.13. Requirements For Issuance of Letters of Credit. 

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account
Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct the Issuer to deliver to Agent all instruments, documents, and other writings and property received by the


  
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Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the
application therefor. 
 (b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this
Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if a Default or an Event of Default shall have occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or
other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or
Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of Issuer’s
designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or
mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. 

2.14. Disbursements, Reimbursement. 
 (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a
participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of
such drawing, respectively. 
 (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or
transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a
“Reimbursement Obligation”) Issuer prior to 12:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Issuer.
In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m., on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers
shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the
lesser of Maximum Revolving Advance Amount or the Formula Amount, less, in each case, the Maximum Undrawn Amount of all Letters of Credit and subject to Section 8.2 hereof. Any notice given by Issuer pursuant to this Section 2.14(b) may be
oral if promptly confirmed in writing; provided, that, the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. 
 (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an


  
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amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the
participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make
available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from
the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate
applicable to Revolving Advances maintained as a Domestic Rate Loans on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any
such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c); provided, that,
such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing. 

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to
Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be
deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest
at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such
Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. 

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of
any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons
(other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit. 
 2.15.
Repayment of Participation Advances. 
 (a) Upon (and only upon) receipt by Agent for the account of Issuer of
immediately available funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on
such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of
such funds, except Agent shall retain the amount of the 

  
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Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that
any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting funding
Lenders a pro rata portion of the funds so withheld from such Defaulting Lender). 
 (b) If Issuer or Agent is required at any
time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a
payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent
plus interest at the Federal Funds Effective Rate. 
 2.16. Documentation. Each Borrower agrees to be bound by the
terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued for such Borrower’s account and by Issuer’s written regulations and customary practices relating to letters of credit, though
Issuer’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case
of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission (INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR NEGLIGENCE OR STRICT LIABILITY), in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements
thereto. 
 2.17. Determination to Honor Drawing Request. In determining whether to honor any request for drawing under
any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the
requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth. 
 2.18. Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or
Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances: 
 (i) any
set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; 

  
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 (ii) the failure of any Borrower or any other Person to comply, in connection with a Letter
of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to
make Participation Advances under Section 2.14; 
 (iii) any lack of validity or enforceability of any Letter of Credit;

 (iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary
of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any
transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the
transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured); 

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or
lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any
Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof; 

(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is
forged or does not fully comply with the terms of such Letter of Credit (unless such payment is the result of Agent’s gross negligence or willful misconduct); provided, that, the foregoing shall not excuse Issuer from any obligation
under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw;

 (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a
role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; 

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent,
unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after the Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is
material and no drawing has been made thereon prior to receipt of such notice; 
 (ix) the occurrence of any Material Adverse
Effect; 

  
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 (x) any breach of this Agreement or any Other Document by any party thereto; 

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Credit Party; 

(xii) the fact that a Default or Event of Default shall have occurred and be continuing; 

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated;
and 
 (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 

2.19. Liability for Acts and Omissions. 
 (a) As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries
of such Letters of Credit (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR INACTION ARISING FROM AGENT’S NEGLIGENCE OR STRICT LIABILITY). In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or
all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of
Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of
Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes
beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Issuer from
liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation
attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. 

  
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 (b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates:
(i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents
presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court
order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates;
(iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or
practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee
or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding
that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. 
 (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or
any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or intentional misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put
Issuer under any resulting liability to any Borrower, Agent or any Lender. 
 2.20. Mandatory Prepayments. 

(a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the
Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made
promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such
sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and second, to the
remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided, however that, if no Default or Event of Default
has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving
Advances in accordance with the terms hereof. 

  
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 (b) Borrowers shall prepay the outstanding amount of the Advances in an amount equal to
twenty-five percent (25%) of Excess Cash Flow for each fiscal year commencing with the fiscal year ending December 31, 2013, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for
such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied in the same manner as set forth in Section 2.20(a) hereof; provided,
however, if no Default or Event of Default shall have occurred and be continuing, the amount required to be prepaid pursuant to this clause (b) shall not exceed $3,000,000 for any fiscal year. In the event that the financial statements
are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(b), subject to adjustment when the financial statements are
delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. 

(c) In the event of any issuance or other incurrence of Indebtedness by Borrowers or the issuance of any Equity Interests by any
Borrower, Borrowers shall, no later than one (1) Business Day after the receipt by Borrowers of (i) the cash proceeds from any such issuance or incurrence of Indebtedness or (ii) the net cash proceeds of any issuance of Equity
Interests, as applicable, repay the Advances in an amount equal to such cash proceeds, as applicable. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof. The foregoing shall not be deemed to be implied
consent to any such issuance or incurrence of Indebtedness or Equity Interest prohibited by the terms and conditions hereof. 

(d) In the event that Borrowers, Holdings or any of their respective Affiliates receives or is entitled to any refund, return or other
repayment of the purchase consideration paid under the Merger Agreement or any Acquisition Agreement (or any portion thereof), Borrowers shall cause all such amounts to be remitted directly to Agent (or, if such amounts are nonetheless received by
Borrowers, Holdings or any such Affiliate, Borrowers shall, no later than one (1) Business Day after such receipt, cause all such amounts to be remitted to Agent) for repayment of the Obligations, until all Obligations have been indefeasibly
paid in full. Such repayments shall be applied, (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (y) second, to the outstanding Advances in such order as
Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. Notwithstanding the foregoing, payments received by Borrowers pursuant to any escrow agreement executed in connection with
Merger Agreement or any Acquisition Agreement in respect of a breach by the sellers thereunder of any representation, warranty, covenant or agreement set forth in or made by such sellers pursuant to such Merger Agreement or any Acquisition
Agreement, shall be remitted to Agent and applied by Agent to the Revolving Advances, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. 

  
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 2.21. Use of Proceeds. 

(a) Borrowers shall apply the proceeds of Advances to (i) pay fees and expenses relating to the Transactions, (ii) finance the
transactions contemplated by the Merger Agreement and the Permitted Acquisitions, (iii) finance Capital Expenditures permitted pursuant to the terms hereof, and (iv) provide for its working capital needs and reimburse drawings under
Letters of Credit. 
 (b) Without limiting the generality of Section 2.21(a) above, none of the Credit Parties nor any
other Person which may in the future become party to this Agreement or the Other Documents as a Credit Party, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of
Applicable Law. 
 2.22. Defaulting Lender. 
 (a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties
hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender. 
 (b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on
their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a
Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance
with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to
the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such
payments received or retained by it for the account of such Defaulting Lender. 
 (ii) fees payable hereunder shall cease to
accrue in favor of such Defaulting Lender. 
 (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations (or
drawings under any Letter of Credit for which the Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then: 

(A) the Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all
outstanding Letters of Credit shall be reallocated among the Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent)
that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender 

  
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holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in
the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

 (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall
within one (1) Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of the Issuer, Borrowers’
obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with
Section 3.2(b) for so long as such Obligations are outstanding; 
 (C) if Borrowers cash collateralize any portion of such
Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a)
with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of
Credit are cash collateralized; 
 (D) if the Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount
of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to the Non-Defaulting Lenders holding
Revolving Commitments in accordance with such reallocation; and 
 (E) if all or any portion of such Defaulting Lender’s
Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuer or any
other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer
(and not to such Defaulting Lender) until (and then only to the extent that) such Revolving Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and 

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any
Swing Loans and the Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and the Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of
all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to the Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of
Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among the Non-Defaulting
Lenders in a manner consistent with Section 2.22(b)(ii)(A) above (and such Defaulting Lender shall not participate therein). 

  
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 (c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve,
disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and,
for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advance, a Revolving Commitment Percentage or a Term Loan Commitment Percentage; provided,
that, this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b). 

(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the
obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter
such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such
Defaulting Lender hereunder. 
 (e) In the event that Agent, Borrowers, Swing Loan Lender and the Issuer agree in writing that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolver Commitment, then Participation
Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s
Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its
Revolving Commitment Percentage. 
 (f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding a
Revolver Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to
issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease
any risk to it in respect of such Lender hereunder. 
 2.23. Payment of Obligations. Agent may charge to Borrowers’
Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest,
payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 16.5 and 16.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon
maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all 

  
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amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the
establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations
under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To
the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances or Swing Loans made by and owing to Agent and Agent shall be
entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances. 
 2.24. Increase in Maximum Revolving Advance Amount. 
 (a) Borrowers may
request that the Maximum Revolving Advance Amount be increased by (1) one or more of the current Lenders increasing their Revolving Commitment Amount (any current Lender which elects to increase its Revolving Commitment Amount shall be referred
to as an “Increasing Lender”) or (2) one or more new lenders (each a “New Lender”) joining this Agreement and providing a Revolving Commitment Amount hereunder, subject to the following terms and conditions:

 (i) No current Lender shall be obligated to increase its Revolving Commitment Amount and any increase in the Revolving
Commitment Amount by any current Lender shall be in the sole discretion of such current Lender; 
 (ii) Borrowers may not
request the addition of a New Lender unless (and then only to the extent that) there is insufficient participation on behalf of the existing Lenders in the increased Revolving Commitments being requested by Borrowers; 

(iii) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase;

 (iv) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed $100,000,000; 

(v) No single increase in the Maximum Revolving Advance Amount shall be for an amount less than $10,000,000; 

(vi) Borrowers shall deliver to Agent on or before the effective date of such increase the following documents in form and substance
satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Commitment Amounts has been approved by such Borrowers, (2) certificate dated as of the
effective date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the representations and warranties made by each Borrower herein and in the Other Documents are true and complete
in all respects with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date), (3) such


  
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other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by Borrowers as Agent reasonably deems necessary in
order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other
Documents in light of such increase, and (4) an opinion of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and each Borrower hereby authorizes and
directs such counsel to deliver such opinions to Agent and Lenders; 
 (vii) Borrowers shall execute and deliver (1) to
each Increasing Lender a replacement Note reflecting the new amount of such Increasing Lender’s Revolving Commitment Amount after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be
cancelled) and (2) to each New Lender a Note reflecting the amount of such New Lender’s Revolving Commitment Amount; 

(viii) Any New Lender shall be subject to the approval of Agent and Issuer; 

(ix) Each Increasing Lender shall confirm its agreement to increase its Revolving Commitment Amount pursuant to an acknowledgement in a
form acceptable to Agent, signed by it and each Borrower and delivered to Agent at least five (5) days before the effective date of such increase; and 
 (x) Each New Lender shall execute a lender joinder in form and substance satisfactory to Agent to which such New Lender shall join and become a party to this Agreement and the Other Documents with a
Revolving Commitment Amount as set forth in such lender joinder. 
 (b) On the effective date of such increase,
(i) Borrowers shall repay all Revolving Advances then outstanding, subject to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided, that, subject to the other conditions of this Agreement, the Borrowing Agent may request new
Revolving Advances on such date and (ii) the Revolving Commitment Percentages of all of Lenders holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall be recalculated such that each such Lender’s
Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate of the Revolving Commitment Amounts of all Lenders. Each of Lenders shall participate in any new Revolving Advances
made on or after such date in accordance with their respective Revolving Commitment Percentages after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Revolving Commitment Percentages contemplated by
this Section 2.24. 
 (c) On the effective date of such increase, each Increasing Lender shall be deemed to have purchased
an additional/increased participation in, and each New Lender will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and each then outstanding Swing Loan in an amount equal to such
Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.24(b) above) of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time) and


  
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the amount of each drawing and of each such Swing Loan, respectively. As necessary to effectuate the foregoing, each existing Lender holding a Revolving Commitment Percentage that is not an
Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or New Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings and such outstanding
Swing Loans such that, after giving effect to all such purchases and sales, each Lender holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit (and drawings thereunder)
and all Swing Lines in accordance with their respective Revolving Commitment Percentages (as calculated pursuant to Section 2.24(b) above). 
 (d) On the effective date of such increase, Borrowers shall pay all cost and expenses incurred by Agent and by each Increasing Lender and New Lender in connection with the negotiations regarding, and the
preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or the Increasing Lenders and New Lenders in connection with, such increase (including all fees for any
supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other
Documents in light of such increase). 
  

	III.	INTEREST AND FEES. 

 3.1.
Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to LIBOR Rate Loans, at the end of each Interest Period. Interest charges shall be computed on the
actual principal amount of Advances outstanding during the month at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate and (ii) with respect to Swing Loans, the Revolving Interest Rate
for Domestic Rate Loans and (iii) with respect to the Term Loan, the applicable Term Loan Rate (as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations other than the
Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of
this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the
time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and
after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the
occurrence of any such Event of Default without the requirement of any affirmative action by any party), (i) the Obligations other than LIBOR Rate Loans shall bear interest at the Revolving Interest Rate for Domestic Rate Loans plus two
percent (2%) per annum and (ii) LIBOR Rate Loans shall bear interest at the Revolving Interest Rate for LIBOR Rate Loans plus two percent (2%) per annum (as applicable, the “Default Rate”). 

  
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 3.2. Letter of Credit Fees. 

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of
Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for
Revolving Advances consisting of LIBOR Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day
of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum (such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the
first day of each quarter and on the last day of the Term) times the average daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or
termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent any and
all customary administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all reasonable and documented out-of-pocket fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection
with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges
shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular
transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation
thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any
affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2%) per annum. 

(b) On demand Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal
to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit for which Agent has not fully implemented the deduction from the Formula Amount contemplated by Section 2.1(a)(y)(iii) hereof, and
each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in
the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash
collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall
be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have
no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw


  
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amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit;
and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such
cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all
Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may
use such cash collateral to pay and satisfy such Obligations. 
 3.3. Facility Fee. If, for any month during the Term,
the average daily unpaid balance of the sum of Revolving Advances (for purposes of this computation, Swing Loans shall be deemed to be Revolving Advances made by PNC as a Lender) plus Swing Loans plus the Maximum Undrawn Amount of all outstanding
Letters of Credit for each day of such month does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment
Percentages, a fee at a rate equal to one-quarter of one percent (0.25%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance. Such fee shall be payable to Agent in arrears on the first day
of each month with respect to the previous month. 
 3.4. Fee Letter and Other Fees. 

(a) Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the times required by the Fee Letter.

 (b) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof
shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. 
 3.5. Computation of
Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the
due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the Revolving Interest Rate for Domestic Rate Loans during such extension. 

3.6. Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate
permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate
permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance,
Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other 

  
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Document, all agreements which either now are or which shall become agreements among Credit Parties, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the
total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made
under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness
evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance
with the desires of Credit Parties and Agent. In addition, unless preempted by federal law, the Revolving Interest Rate, Term Loan Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the “weekly
ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code, as amended from time to time. The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other
Document and all agreements among Borrowers and Agent and Lenders, or their respective successors and assigns. If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement
than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective
hereunder on the effective date of such amendment, and all interest charges owing to Lender by reason thereof shall be payable in accordance with Section 3.1 of this Agreement. If by operation of this provision, Borrowers would be entitled to a
refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowers upon Agent’s request such Lender’s Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of such interest to
be refunded, as determined by Agent. 
 3.7. Increased Costs. In the event that any Applicable Law or any Change in Law
or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and
the office or branch where Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial,
monetary or other authority, shall: 
 (a) subject Agent, Swing Loan Lender, any Lender or Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan, or change the basis of taxation of payments to Agent, Swing Loan Lender, such Lender or Issuer in respect thereof
(except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by Agent, Swing Loan Lender, such Lender or the Issuing Lender); 

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or
similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent, Swing Loan Lender, Issuer or any Lender, including pursuant to Regulation D of the Board of
Governors of the Federal Reserve System; or 

  
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 (c) impose on Agent, Swing Loan Lender, any Lender or Issuer or the London interbank LIBOR
market any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein; 

and the result of any of the foregoing is to increase the cost to Agent, Swing Loan Lender, any Lender or Issuer of making, converting
to, continuing, renewing or maintaining its Advances hereunder by an amount that Agent, Swing Loan Lender or such Lender or Issuer deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect
of any of the Advances by an amount that Agent, Swing Loan Lender or such Lender or Issuer deems to be material, then, in any case Borrowers shall promptly pay Agent, Swing Loan Lender or such Lender or Issuer, upon its demand, such additional
amount as will compensate Agent, Swing Loan Lender or such Lender or Issuer for such additional cost or such reduction, as the case may be; provided, that, the foregoing shall not apply to increased costs which are reflected in the LIBOR
Rate, as the case may be. Agent, Swing Loan Lender or such Lender or Issuer shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error. 

3.8. Basis For Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

 (a) reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.2 hereof for any
Interest Period; or 
 (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London
interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBOR Rate Loan; or 
 (c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or
application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), 
 then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given, (i) any such requested LIBOR Rate Loan shall be made as a Domestic Rate Loan,
unless Borrowing Agent shall notify Agent no later than 10:00 a.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan,
(ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00
a.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing
Agent shall notify Agent, no later than 10:00 a.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBOR Rate 

  
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Loan, shall be converted into an unaffected type of LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender
cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower
shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan. 
 3.9. Capital Adequacy. 
 (a) In the event that Agent, Swing Loan Lender or
any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and
any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its
obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan
Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or
such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or
attribution methods. The protection of this Section 3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation,
guideline or condition. 
 (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as
shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. 

3.10. Taxes. 
 (a) Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other
Taxes; provided, that, if Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this 

  
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Section) Agent, Lender, Swing Loan Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made,
(ii) Borrowers shall make such deductions and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law. 

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant
Governmental Body in accordance with Applicable Law. 
 (c) Each Borrower shall indemnify Agent, Swing Loan Lender, each Lender,
Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or the Issuer (with a copy to
Agent), or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or the Issuer, shall be conclusive absent manifest error. 
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy of a receipt
issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent. 
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to
which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver to Borrowers (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or Agent,
such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced
rate of or exemption from U.S. withholding tax, Agent shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due
diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations
against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any Tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if
requested by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of 

  
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America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign
Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is
applicable: 
 (i) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for benefits of an
income tax treaty to which the United States of America is a party, 
 (ii) two (2) duly completed valid originals of IRS
Form W-8ECI, 
 (iii) 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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within
the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two (2) duly completed valid originals of IRS Form W-8BEN, 

(iv) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrowers to determine the withholding or deduction required to be made, or 

(v) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) originals of an IRS Form W-9
or any other form prescribed by Applicable Law demonstrating that such Lender is not a Foreign Lender. 
 (f) If a payment made
to a Lender, Swing Loan Lender, Participant, Issuer, or Agent under any Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Person fails 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, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers
(A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Person, and (B) other documentation reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers
to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements. 

(g) If Agent, Swing Loan Lender, a Lender, a Participant or the Issuer determines, in its sole discretion, that it has received a refund
of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes giving 

  
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rise to such refund); net of all out-of-pocket expenses of Agent, Swing Loan Lender, such Lender, Participant, or the Issuer, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Body with respect to such refund); provided, that, Borrowers, upon the request of Agent, Swing Loan Lender, such Lender, Participant, or the Issuer, agrees to repay the amount paid over to Borrowers (plus any
penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender, Participant or the Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or the Issuer is required to repay
such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant, or the Issuer to make available its tax returns (or any other information relating to its taxes that it deems
confidential) to Borrowers or any other Person. 
 3.11. Replacement of Lenders. If any Lender (an “Affected
Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.9 hereof, (b) is unable to make or maintain LIBOR Rate Loans as a result of a condition
described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or
the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to
Section 16.2(b) hereof, as the case may be, by notice (a “Replacement Notice”) in writing to Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender
satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan
Commitment Percentages, as applicable, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any
satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment
Percentages, as applicable, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentages, as applicable, and other rights and
obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected Lender. 
  

	IV.	COLLATERAL: GENERAL TERMS 

 4.1.
Security Interest in the Collateral. 
 (a) To secure the prompt payment and performance to Agent, Issuer and each Lender
(and each other holder of any Obligations) of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest
in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and 

  
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wheresoever located; provided, however, that such assignment, pledge and grant of a security interest and Lien in and to the Equity Interests of a Foreign Subsidiary of Borrowers
shall be subject to Section 4.1(b). Each Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect
such security interest. Each Borrower shall provide Agent with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been
commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal proceedings regarding such
claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort
claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit or otherwise obtaining any right, title or interest in any letter of credit
rights, and at Agent’s request shall take such actions as Agent may reasonably request for the perfection of Agent’s security interest therein. 
 (b) Without limiting the generality of Section 4.1(a) above, to secure the prompt payment and performance to Agent and each Lender of the Obligations, Borrowers hereby assign, pledge and grant to
Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (ii) 66% (or such greater percentage that,
due to a change in an Applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed
dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg.
Section 1.956 2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) in each Foreign Subsidiary directly owned by Borrowers or any Domestic
Subsidiary. Promptly after any request therefor made by Agent to Borrowers after the Closing Date, each Borrower which owns any Equity Interests of any Foreign Subsidiary shall cause to be executed and delivered to Agent (1) a Pledge Agreement
in form and substance satisfactory to Agent which is in form and substance appropriate for use in, and valid and enforceable under the laws of, the foreign jurisdiction in which such Foreign Subsidiary is organized and (2) all such further
agreements, documents, instruments and legal opinions as Agent may request in connection therewith to perfect such security interest and Lien or to ensure or confirm the validity and enforceability thereof, in each case under the laws of such
foreign jurisdiction. 
 4.2. Perfection of Security Interest. Each Borrower shall take all action that may be necessary
or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its
rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied
by such instruments of assignment as Agent may specify, and stamping or 

  
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marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral,
(iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, security agreements, instruments of
pledge, mortgages, notices and assignments and amendments and/or modifications of any of the foregoing, this Agreement and each Other Document, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection,
maintenance or continuation of Agent’s security interest and Lien in the Collateral (including in respect of all Collateral acquired by any Borrower after the Closing Date) under the Uniform Commercial Code or other Applicable Law. Agent is
hereby authorized to file financing statements without signature in accordance with the Uniform Commercial Code as in effect in the State of Texas or any other jurisdiction from time to time. By its signature hereto, each Borrower hereby authorizes
Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is
broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the
foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit
and for the ratable benefit of Lenders immediately upon demand. 
 4.3. Preservation of Collateral. In addition to the
rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of security guards or the
placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests
in the Collateral; (c) after the occurrence and during the continuation of a Default or an Event of Default, may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or
leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over
and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of
Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

 4.4. Ownership and Location of Collateral. 
 (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower is and shall remain the sole owner of and fully authorized and able
to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever;
(ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this 

  
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Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower
shall have full capacity to execute same; and (iv) each Borrower’s equipment and Inventory shall be located as set forth on Schedule 4.4(a)(iv) and shall not be removed from such location(s) without the prior written consent of
Agent except (i) with respect to the sale of Inventory in the Ordinary Course of Business and (ii) equipment to the extent permitted in Section 7.1(b) hereof. 
 (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.4(a)(iv); (ii) Schedule 4.4(b)(ii)
hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the
goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4(b)(iii) hereto sets forth a correct and complete list as of the Closing
Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.4(b)(iv) hereto sets forth a correct and complete list as of the Closing Date of the location, by
state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. 
 4.5. Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement and the Other
Documents, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted
in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s
interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever
physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and
make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial
Code or other Applicable Law. Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a
security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower
will immediately deliver them to Agent in their original form together with any necessary endorsement. 
 4.6. Inspection of
Premises. At all reasonable times and upon advance notice (except that no notice shall be required upon the occurrence and continuance of a Default or Event of Default), Agent and each Lender shall have full access to and the right to audit,
check, inspect and make abstracts and copies from each Borrower’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Borrower’s business. Agent,


  
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any Lender and their agents may enter upon any premises of any Borrower at any time during business hours and at any other reasonable time, and from time to time as often as Agent shall elect in
its sole discretion, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Borrower’s business. 
 4.7. Appraisals. Agent may, in its sole discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from time to time, engage the services of an independent
appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ assets. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult
with Borrowers as to the identity of any such firm. In the event the value of Borrowers’ Inventory, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of
such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances. 

4.8. Receivables; Deposit Accounts and Securities Accounts. 

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein
named, for a fixed sum as set forth in the invoice relating thereto (provided that, immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon
stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without
dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent. 

(b) Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and
able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Borrower who are not solvent, such Borrower has set up on its books and in its financial records bad debt reserves adequate to
cover such Receivables. 
 (c) Each Borrower’s chief executive office is located as set forth on Schedule
4.4(b)(iii). Until written notice is given to Agent by Borrowing Agent of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office. 

(d) Until Borrower’s authority to do so is terminated by Agent (which notice Agent may give at any time following the occurrence of
an Event of Default or a Default or when Agent in its sole discretion deems it to be in Lenders’ best interest to do so), each Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s
account, collect as Agent’s property and in trust for Agent all amounts received on Receivables and shall not commingle such collections with any Borrower’s funds or use the same except to pay Obligations Each Borrower shall deposit in the
Blocked Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness. 

  
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 (e) At any time following the occurrence of an Event of Default or a Default, or at such
other times as Agent determines is necessary or appropriate, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or
otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery
and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations. 

(f) Agent shall have the right to receive, endorse, assign, and/or deliver in the name of Agent or any Borrower any and all checks,
drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s
designee as such Borrower’s attorney with power (i) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Borrower’s name on
any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables, in each case, upon and during the continuance of a Default or an Event of Default; (iii) to send
verifications of Receivables to any Customer; (iv) to authorize the filing of financing statements and to sign such Borrower’s name on any documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect
Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise upon and during the continuance of a Default or an Event of
Default; (vii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral upon and during the continuance of a Default or an Event of Default; (viii) to settle,
adjust, compromise, extend or renew the Receivables upon and during the continuance of a Default or an Event of Default; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables upon and during the continuance
of a Default or an Event of Default; (x) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer upon and during the continuance of a Default or an Event of Default;
(xi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables upon and during the continuance of a Default or an Event of Default; and
(xii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor
for any error of judgment or mistake of fact or of law (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR INACTION ARISING FROM AGENT’S OR LENDER’S NEGLIGENCE OR STRICT LIABILITY), unless done maliciously or with gross (not
mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time
following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.


  
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 (g) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever,
have any liability for any error or omission or delay of any kind (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR INACTION ARISING FROM AGENT’S OR ANY LENDER’S NEGLIGENCE OR STRICT LIABILITY) occurring in the settlement,
collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom. Following the occurrence of an Event of Default or Default Agent may, without notice or consent from any Borrower,
sue upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof.
Agent is authorized and empowered to accept following the occurrence of an Event of Default or Default the return of the goods represented by any of the Receivables, without notice to or consent by any Borrower, all without discharging or in any way
affecting any Borrower’s liability hereunder. 
 (h) All proceeds of Collateral shall be deposited by Borrowers into either
(i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with
such Blocked Account Bank as may be acceptable to Agent in its sole discretion or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each
Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such
account and which directs such Blocked Account Bank to transfer such funds so deposited on a daily basis or at other times acceptable to Agent to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to
appropriate account(s) at Agent; provided, however, that no such deposit account control agreement shall be required with respect to (i) deposit accounts maintained solely for the payment of payroll, payroll taxes and benefits and
(ii) the deposit accounts listed on Schedule 4.8 so long as the aggregate balance of the accounts listed on such schedule does not exceed $125,000 at any time, which balance shall be promptly reported to Agent upon Agent’s request
and immediately reported to Agent in the event any such balance exceeds $125,000 for more than one (1) Business Day. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest
of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited.
For the avoidance of doubt, to the extent any funds so deposited in a Blocked Account or a Depository Account remain after application to the outstanding Advances in accordance with this Agreement, Borrowing Agent may deliver a written request to
Agent to transfer such excess funds to Borrowers’ operating account and, upon such transfer, such funds shall not be deemed property of Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement,
including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Borrowing Agent shall notify each Customer of any Borrower to send all future


  
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payments owed to a Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account, (i) with respect to any Person that is a
Customer of any Borrower on the Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of a Borrower. If any
Borrower shall receive any collections or other proceeds of the Collateral, such Borrower shall hold such collections or proceeds in trust for the benefit of Agent and deposit such collections or proceeds into a Blocked Account or Depository Account
within one (1) Business Day following such Borrower’s receipt thereof. All Deposit Accounts, investment accounts and other bank accounts of any Credit Party, including, without limitation, all Blocked Accounts and Depository Accounts are
described and set forth on Schedule 4.8 hereto. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of
Credit) in such order as Agent shall determine in its sole discretion; provided, that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first, to the prepayment of the
principal amount of the Swing Loans, if any, and then, to the Revolving Advances. 
 (i) No Borrower will, without
Agent’s consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments,
returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower. 
 (j) All deposit accounts (including all Blocked Accounts and Depository Accounts), securities accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on
Schedule 4.8. No Borrower shall open any new deposit account, securities account or investment account unless (i) Borrowers shall have given at least thirty (30) days prior written notice to Agent and (ii) if such account is to
be maintained with a bank, depository institution or securities intermediary that is not Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into an account control
agreement in form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account. 

4.9. Inventory. To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced
by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder. 
 4.10. Maintenance of Equipment. The equipment shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto
shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved. No Borrower shall use or operate the equipment in violation of any law, statute, ordinance, code, rule or regulation. 

4.11. Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any
Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or 

  
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destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR INACTION ARISING FROM
AGENT’S OR ANY LENDER’S NEGLIGENCE OR STRICT LIABILITY). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to
Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof. 
 4.12. Financing Statements. Except with respect to the financing statements filed by Agent, financing statements described on Schedule 1.2, and financing statements filed in connection with
Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office. 
 4.13. Vehicle Titles. With respect to each vehicle, trailer or other item of Collateral subject to a certificate of title statute (each a “Vehicle Title”) acquired after the
Closing Date, Borrowers shall deliver to Agent, in form and substance satisfactory to Agent: (i) all necessary fully-executed, notarized powers of attorney authorizing Automotive Resources International to perfect Liens on behalf of Agent;
(ii) an original title properly endorsed to such Borrower for each such item of Collateral; (iii) all other necessary documentation or information required by Applicable Law, including without limitation, vehicle descriptions, odometer
statements and owner and lienholder identification information; and (iv) evidence that Agent’s Lien has been duly noted thereon. For the avoidance of doubt, Agent shall retain possession of all original Vehicle Titles reflecting Agent as
the lienholder thereunder. 
  

	V.	REPRESENTATIONS AND WARRANTIES. 


Each Borrower represents and warrants as follows: 
 5.1. Authority. Each Borrower has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations
hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Borrower, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding
obligation of such Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution,
delivery and performance by each Borrower of this Agreement and of the Other Documents to which it is a party (a) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate
or company action, as applicable, are not in contravention of law or the terms of such Borrower’s Organizational Documents or to the conduct of such Borrower’s business or of any Material Contract or undertaking to which such Borrower is a
party or by which such Borrower is bound, including the Merger Agreement, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any
Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force
and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or 

  
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result in the creation of any Lien except Permitted Encumbrances upon any asset of such Borrower under the provisions of any agreement, instrument, or other document to which such Borrower is a
party or by which it or its property is a party or by which it may be bound, including the Merger Agreement. 
 5.2.
Formation and Qualification. 
 (a) Each Borrower is duly incorporated or formed, as applicable, and in good standing
under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are
necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete
copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto. 
 (b) The only
Subsidiaries of Holdings and each Borrower are listed on Schedule 5.2(b). The Equity Interests of each Borrower are presently held by the Persons identified on Schedule 5.2(b), in the numbers of interests set forth thereon. 

(c) All accrued but unpaid dividends owing on account of the Equity Interests of each Borrower as of the Closing Date are set forth on
Schedule 5.2(c). 
 5.3. Survival of Representations and Warranties. All representations and warranties of such
Credit Party contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Borrower’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution,
delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto. 
 5.4. Tax Returns. Each Borrower’s federal tax identification number is set forth on Schedule 5.4. Each Borrower has filed all federal, state, local and foreign tax returns (if
applicable) and other reports each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable. To the best knowledge of Borrowers, the provision for taxes on the books of each
Borrower is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Borrower has knowledge of any deficiency or additional assessment in connection therewith not provided for on its books and the charges,
accruals and reserves on the books of Holdings and its Subsidiaries in respect of federal, state and local and/or foreign taxes for all such years and for the current fiscal year. 

5.5. Financial Statements. 
 (a) The pro forma balance sheet of Holdings and its Subsidiaries on a consolidated basis (the “Pro Forma Balance Sheet”) furnished to Agent on the Closing Date reflects the consummation
of the transactions contemplated by the Merger Agreement and under this Agreement (collectively, the “Transactions”) and fairly reflects the financial condition, results of operations and cash flows of Holdings and its Subsidiaries
on a consolidated basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance 

  
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with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by an Authorized Officer of Holdings as being based on the information available to Borrowers as of the date of
delivered thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position, results of operations and cash flows of Holdings and its Subsidiaries on a consolidated basis. All financial statements referred
to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements. 

(b) The twelve-month cash flow and balance sheet projections of Holdings and its Subsidiaries on a consolidated basis, copies of which
are annexed hereto as Exhibit 5.5(b) (the “Projections”) were prepared by an Authorized Officer of Holdings, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and
reflect Holdings’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the
“Pro Forma Financial Statements”. 
 (c) The consolidated balance sheets of Holdings and its Subsidiaries, and
such other Persons described therein, as of December 31, 2012, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing
opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants
concur and present fairly the financial position of the respective Borrowers and their respective Subsidiaries at such date and the results of their operations for such period. Since December 31, 2012 there has been no change in the condition,
financial or otherwise, of Holdings or its Subsidiaries as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by Holdings and its Subsidiaries, except changes
which could not reasonably be expected to cause a Material Adverse Effect or changes in the Ordinary Course of Business, none of which individually or in the aggregate could reasonably be expected to cause a Material Adverse Effect. 

5.6. Entity Names. No Borrower has been known by any other company or corporate name, as applicable, in the past five
(5) years and no Borrower sells Inventory or provides services under any other name except as set forth on Schedule 5.6, nor has any Borrower been the surviving Person of a merger or consolidation or acquired all or substantially all of
the assets of any Person during the preceding five (5) years. 
 5.7. O.S.H.A. Environmental Compliance and Flood
Insurance. 
 (a) Except as set forth on Schedule 5.7 hereto, each Borrower is in compliance with, and its
facilities, business, assets, property, leaseholds, Real Property and equipment are in compliance with the Federal Occupational Safety and Health Act, Environmental Laws and there are no outstanding citations, written notices or orders of
non-compliance issued to any Borrower or relating to its business, assets, property, leaseholds or equipment under any such Laws. 

  
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 (b) Except as set forth on Schedule 5.7 hereto, each Borrower has been issued all
required federal, state and local licenses, certificates or permits (collectively, “Approvals”) relating to all applicable Environmental Laws and all such Approvals are current and in full force and effect. 

(c) Except as set forth on Schedule 5.7 hereto: (i) there have been no releases, spills, discharges, leaks or disposal
(collectively referred to as “Releases”) of Hazardous Materials at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Borrower, except for those Releases which are in full compliance with
Environmental Laws; (ii) there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws;
(iii) the Real Property has never been used by any Borrower to dispose of Hazardous Materials, except as authorized by Environmental Laws; and (iv) to the best of Borrower’s knowledge, no Hazardous Materials are managed by Borrowers
on any Real Property, excepting such quantities as are managed in accordance with all applicable manufacturer’s instructions and compliance with Environmental Laws and as are necessary for the operation of the commercial business of any
Borrower or of its tenants. 
 (d) All Real Property owned by Borrowers is insured pursuant to policies and other bonds which
are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Borrower in accordance with prudent business practice in the
industry of such Borrower. Each Borrower has taken all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not
limited to, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. 
 5.8. Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. 
 (a) (i) Each Borrower is, and after giving effect to the Transactions, will be solvent, able to pay its debts as they mature, and has capital sufficient to carry on its business and all businesses in
which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair
saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. 
 (b)
Except as disclosed in Schedule 5.8(b)(i), no Borrower has any pending or threatened litigation, arbitration, actions or proceedings. No Borrower has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness
disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof. 
 (c) No
Borrower is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower in violation of any order of any court, Governmental Body
or arbitration board or tribunal. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws. 

  
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 (d) No Borrower or any member of the Controlled Group maintains or is required to contribute
to any Plan other than those listed on Schedule 5.8(d) hereto. (i) Each Borrower and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code
in respect of each Plan, and each Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (ii) each Plan which is intended to be a qualified plan under
Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under
Section 501(a) of the Code or an application for such a determination is currently being processed by the Internal Revenue Code; (iii) neither any Borrower nor any member of the Controlled Group has incurred any liability to the PBGC other
than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the
PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; (v) the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any
member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities; (vi) neither any Borrower nor any member of the Controlled Group has breached
any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither any Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971,
4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither any Borrower nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited
transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA; (ix) no
Termination Event has occurred or is reasonably expected to occur; (x) there exists no event described in Section 4043 of ERISA, for which the thirty (30) day notice period has not been waived; (xi) neither any Borrower nor any
member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (xii) neither any Borrower nor any member of the Controlled Group maintains or is required to contribute to any Plan
which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Borrower nor any member of the Controlled Group has
withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which would
reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or
investment of the assets of a Plan. 
 5.9. Patents, Trademarks, Copyrights and Licenses. All Intellectual Property owned
or utilized by any Borrower: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed with all appropriate Governmental Bodies; (iii) constitutes all of the intellectual property rights which are
necessary for the operation of its business. To the best of Borrowers’ knowledge, there is no objection to or pending challenge to the validity of, or proceedings by any Governmental Body to suspend, revoke, terminate or adversely modify, any


  
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such Intellectual Property and no Borrower is aware of any grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. To the best of Borrowers’ knowledge,
all Intellectual Property owned or held by any Borrower consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained
so as to preserve the value thereof from the date of creation or acquisition thereof. 
 5.10. Licenses and Permits.
Except as set forth in Schedule 5.10, each Borrower (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state, provincial or local law,
rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where such noncompliance or failure to procure such licenses or permits could reasonably be expected to have a
Material Adverse Effect. 
 5.11. Default of Indebtedness. No Borrower is in default in the payment of the principal of
or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of
time or the giving of notice, or both, constitutes or would constitute an event of default thereunder. 
 5.12. No
Default. No Borrower is in default in the payment or performance of any of its contractual obligations. 
 5.13. No
Burdensome Restrictions. No Borrower is party to any contract or agreement the performance of which could have a Material Adverse Effect. Each Borrower has heretofore delivered to Agent true and complete copies of all Material Contracts to which
it is a party or to which it or any of its properties is subject. No Borrower has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired,
to be subject to a Lien which is not a Permitted Encumbrance. 
 5.14. No Labor Disputes. No Borrower is involved in any
labor dispute; there are no strikes or walkouts or union organization of any Borrower’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

 5.15. Margin Regulations. No Borrower is engaged, nor will it engage, principally or as one of its important
activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of
the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of
Governors. 
 5.16. Investment Company Act. No Borrower is an “investment company” registered or required to be
registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company. 

  
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 5.17. Disclosure. No representation or warranty made by any Borrower in this
Agreement or in the Merger Agreement, or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of fact or omits to state any fact necessary to make the
statements herein or therein not misleading. There is no fact known to any Borrower or which reasonably should be known to such Borrower which such Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by the
Merger Agreement or this Agreement which could reasonably be expected to have a Material Adverse Effect. 
 5.18.
[Reserved]. 
 5.19. Delivery of Merger Agreement. Agent has received complete copies of the Merger Agreement and
related documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms
thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Agent. Each of the
representations made by each Credit Party party thereto is true and correct in all respects. 
 5.20. Swaps. No Borrower
is a party to, nor will it be a party to, any swap agreement whereby such Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable
on an unlimited “two-way basis” without regard to fault on the part of either party. 
 5.21. Business and Property
of Borrowers. Upon and after the Closing Date, Borrowers do not propose to engage in any business other than those described on Schedule 5.21 and activities necessary to conduct the foregoing. On the Closing Date, each Borrower will own
all the property and possess all of the rights and Consents necessary for the conduct of the business of such Borrower. 
 5.22.
Ineligible Securities. Borrowers do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being
underwritten by a securities Affiliate of Agent or any Lender. 
 5.23. [Reserved]. 

5.24. Equity Interests. The authorized and outstanding Equity Interests of each Borrower, and each legal and beneficial holder
thereof as of the Closing Date, are as set forth on Schedule 5.24 hereto. All of the Equity Interests of each Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to
the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth
on Schedule 5.24, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Borrower or any of the shareholders of any Borrower is bound relating to the issuance, transfer, voting or 

  
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redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Borrowers. Except as set forth on Schedule 5.24, Borrowers
have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares. 

5.25. Commercial Tort Claims. No Borrower has any commercial tort claims, except as set forth on Schedule 5.25 hereto. 

5.26. Letter of Credit Rights. As of the Closing Date, no Borrower has any letter of credit rights, except as set forth on
Schedule 5.26 hereto. 
 5.27. Material Contracts. Schedule 5.27 sets forth all Material Contracts of
Borrowers. All Material Contracts are in full force and effect and no material defaults currently exist thereunder. 
 5.28.
Inactive Subsidiaries. No Inactive Subsidiary (i) owns or hold any assets (other than, with respect to Flotek Ecuador Investments, LLC and Flotek Ecuador Management, LLC, the Equity Interests in FlotekChemical Ecuador CIA, LTDA),
(ii) has any liabilities, and (iii) conducts any business operations, and the Inactive Subsidiaries will not do any of the foregoing after the Closing Date without the prior written consent of Lender. 

 

	VI.	AFFIRMATIVE COVENANTS. 

 Each
Borrower hereby covenants and agrees that on the Closing Date and thereafter, until all of the Obligations (other than indemnification and other contingent Obligations, in each case, not yet due and payable or in respect of which no assertion of
liability and no claim or demand for payment has been made) incurred hereunder, are indefeasibly paid in full, termination of this Agreement and all Letters of Credit issued hereunder have expired, terminated or been fully collateralized in cash in
an amount and manner satisfactory to Agent in its sole discretion (and as applicable shall cause its Subsidiaries) to: 
 6.1.
Compliance with Laws. Comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Borrower’s business the non-compliance with which could reasonably be expected
to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard). Each Borrower may, however, contest or dispute
any Applicable Laws in any reasonable manner; provided, that, any related Lien is inchoate or stayed and sufficient reserves are established to the reasonable satisfaction of Agent to protect Agent’s Lien on or security interest in the
Collateral. 
 6.2. Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and
operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in
accordance with the terms of this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full
force and effect its existence and comply in all material respects with 

  
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the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and
pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political
subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect. 
 6.3. Books
and Records. Keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs (including without limitation accruals for taxes,
assessments, Charges, levies and claims, allowances against doubtful Receivables and accruals for depreciation, obsolescence or amortization of assets), all in accordance with, or as required by, GAAP consistently applied in the opinion of such
independent public accountant as shall then be regularly engaged by Borrowers. 
 6.4. Payment of Taxes. Pay, when due,
all taxes, assessments and other Charges lawfully levied or assessed upon such Borrower or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits,
withholding, and sales taxes (unless such taxes, assessments and other Charges are being Properly Contested). If any tax by any Governmental Body is or may be imposed on or as a result of any transaction between any Borrower and Agent or any Lender
which Agent or any Lender may be required to withhold or pay or if any taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agent’s or any Lender’s opinion, may
possibly create a valid Lien on the Collateral, Agent may without notice to Borrowers pay the taxes, assessments or other Charges and each Borrower hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Agent will not pay
any taxes, assessments or Charges to the extent that any applicable Borrower has Properly Contested those taxes, assessments or Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a
Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has
been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent. 

6.5. Financial Covenants. 
 (a) Fixed Charge Coverage Ratio. Cause to be maintained, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00 as of the last day of each fiscal quarter for the twelve (12) month period
then ending. 
 (b) Leverage Ratio. Maintain as of the end of each fiscal quarter a ratio of Funded Debt to Adjusted
EBITDA of not greater than 4.00 to 1.00. 

  
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 6.6. Insurance. 

(a) (i) Keep all its insurable properties and properties in which such Borrower has an interest insured against the hazards of fire,
flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Borrower’s including business
interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Borrower insuring against larceny, embezzlement or other criminal misappropriation of insured’s
officers and employees who may either singly or jointly with others at any time have access to the assets or funds of such Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets;
(iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws
of any state or jurisdiction in which such Borrower is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof at least thirty (30) days before any
expiration date, and (B) appropriate lender loss payable endorsements in form and substance satisfactory to Agent, naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with
respect to all insurance coverage referred to in clauses (i) and (iii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or
owner of the property described in such policy, and (III) that such policy and lender loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent (or in the case of
non-payment, at least ten (10) days prior written notice). In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Borrower to make payment for such loss to Agent and not to such Borrower
and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to any Borrower and Agent jointly, Agent may endorse such Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the
same to cash. 
 (b) Each Borrower shall take all actions required under the Flood Laws and/or requested by Agent to assist in
ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a
mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining
such flood insurance in full force and effect for so long as required by the Flood Laws. 
 (c) Agent is hereby authorized to
adjust and compromise claims under insurance coverage referred to in Sections 6.6(a)(i) and (iii) and 6.6(b) above. All loss recoveries received by Agent under any such insurance may be applied to the Obligations, in such order as Agent in its
sole discretion shall determine. Any surplus shall be paid by Agent to Borrowers or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand. If any Borrower fails to obtain insurance as
hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Borrower, which payments shall be charged to Borrowers’ Account and constitute part of the
obligations. 

  
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 6.7. Payment of Indebtedness and Leasehold Obligations. Pay, discharge or otherwise
satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity
thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall otherwise
comply, in all material respects, with all other terms of such leases and keep them in full force and effect. 
 6.8.
Environmental Matters. 
 (a) Ensure that the Real Property and all operations and businesses conducted thereon are in
compliance and remain in material compliance with all Environmental Laws and it shall manage any and all Hazardous Materials on any Real Property in compliance with Environmental Laws. 

(b) Establish and maintain an environmental management and compliance system to assure and monitor continued compliance with all
applicable Environmental Laws which system shall include periodic environmental compliance audits to be conducted by knowledgeable environmental professionals. All potential violations and violations of Environmental Laws shall be reviewed with
legal counsel to determine any required reporting to applicable Governmental Bodies and any required corrective actions to address such potential violations or violations. 
 (c) As required by Environmental Law, respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to comply with Environmental Laws. If any Borrower shall
fail to respond promptly to any Hazardous Discharge or Environmental Complaint or any Borrower shall fail to comply with any of the requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to do so, for the
sole purpose of protecting Agent’s interest in the Collateral: (i) give such notices or (ii) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Agent (or such third
parties as directed by Agent) deem reasonably necessary or advisable, to remediate, remove, mitigate or otherwise manage with any such Hazardous Discharge or Environmental Complaint. All reasonable costs and expenses incurred by Agent and Lenders
(or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the
Default Rate for Revolving Advances shall be paid upon demand by Borrowers, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any
Lender and any Borrower. 
 (d) Promptly upon the written request of Agent from time to time, Borrowers shall provide Agent, at
Borrowers’ expense, with an environmental site assessment or environmental compliance audit report prepared by an environmental engineering firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the
existence of a Hazardous Discharge and the potential costs in connection with abatement, remediation and removal of any Hazardous Materials found on, under, at or within the Real 

  
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Property. Any report or investigation of such Hazardous Discharge proposed and acceptable to the responsible Governmental Body shall be acceptable to Agent. If such estimates, individually or in
the aggregate, exceed $100,000, Agent shall have the right to require Borrowers to post a bond, letter of credit or other security reasonably satisfactory to Agent to secure payment of these costs and expenses. 

6.9. Standards of Financial Statements. Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12,
and 9.13 as to which GAAP is applicable fairly reflect the financial condition, results of operations and cash flows of Holdings and its Subsidiaries (subject, in the case of interim financial statements, to normal year-end audit adjustments)
prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable). 

6.10. [Reserved]. 
 6.11. Execution of Supplemental Instruments. Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or
documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect. 
 6.12. Exercise of Rights. Enforce all of its rights under the Merger Agreement and any Acquisition Agreement including, but not limited to, all indemnification rights and pursue all remedies
available to it with diligence and in good faith in connection with the enforcement of any such rights. 
 6.13. Government
Receivables. Take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent
appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Borrower and the United States, any state or any department, agency or instrumentality of any of them. 

6.14. Membership / Partnership Interests. Designate and shall cause all of their Subsidiaries to designate (a) their limited
liability company membership interests or partnership interests as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and Section 8-103 of Article 8 of the Uniform Commercial Code,
and (b) certificate such limited liability company membership interests and partnership interests, as applicable. 
 6.15.
Post-Closing Obligations. Borrowers shall cause the conditions set forth on Schedule 6.15 hereto to be satisfied in full, on or before the date specified for each such condition, time being of the essence, in a manner satisfactory, in form
and substance as applicable, to Agent in its Permitted Discretion. 

  
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	VII.	NEGATIVE COVENANTS. 

 Each
Borrower hereby covenants and agrees that on the Closing Date and thereafter, until all of the Obligations (other than indemnification and other contingent Obligations, in each case, not yet due and payable or in respect of which no assertion of
liability and no claim or demand for payment has been made) incurred hereunder, are indefeasibly paid in full, termination of this Agreement and all Letters of Credit issued hereunder have expired, terminated or been fully collateralized in cash in
an amount and manner satisfactory to Agent in its sole discretion, it shall not (and as applicable shall not permit any Subsidiary to): 
 7.1. Merger, Consolidation, Acquisition and Sale of Assets. 
 (a) Enter
into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except
(i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger,
consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization and (ii) Permitted Acquisitions. Notwithstanding the foregoing, and in each case (a) any Borrower may merge
or be consolidated into any other Borrower, (b) any Guarantor may merge or be consolidated into any other Guarantor or any Borrower (provided in the case of a Guarantor merging or consolidating into any Borrower, such Borrower shall be
the continuing or surviving person). 
 (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets,
except (i) (a) the sale of Inventory in the Ordinary Course of Business and (b) the disposition or transfer of obsolete and worn-out equipment in the Ordinary Course of Business during any fiscal year having an aggregate fair market
value of not more than $1,000,000 and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement equipment which is subject to Agent’s first priority security interest or (y) the proceeds of which
are remitted to Agent to be applied pursuant to Section 2.20, (ii) transfers among Guarantors and any transfer from a Guarantor to a Borrower, (iii) transfers among Borrowers, (iv) the sale of all assets of or all Equity
Interests in the Inactive Subsidiaries, and (v) any other sales or dispositions expressly permitted by this Agreement. 

7.2. Creation of Liens. Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or
hereafter created or acquired, except Permitted Encumbrances. 
 7.3. Guarantees. Become liable or permit any of their
respective Subsidiaries to become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) the
endorsement of checks in the Ordinary Course of Business and (c) guarantees of the obligations or liabilities of any other Borrower or any Subsidiary of any Borrower with respect to any real property lease incurred in the Ordinary Course of
Business, provided, that any such guaranty must be disclosed in writing to Agent no later than five (5) Business Days prior to the execution or effective date of such guaranty and otherwise be in form and substance satisfactory to Agent
in its sole discretion. 

  
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 7.4. Investments. Purchase or acquire obligations or Equity Interests of, or any
other interest in, any Person, other than Permitted Investments. 
 7.5. Loans. Make advances, loans or extensions of
credit to any Person, including any Parent, Subsidiary or Affiliate other than Permitted Loans. 
 7.6. Capital
Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures in any fiscal year in an aggregate amount in excess of $32,000,000. For purposes of this Section 7.6, the amount of “lost in
hole” revenue of Borrowers shall be subtracted from the amounts deemed or paid for Capital Expenditures. 
 7.7.
Dividends. Declare, pay or make any dividend or distribution on any Equity Interests of any Borrower that is a corporation (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply
any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any Equity Interest of any Borrower. 

7.8. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness. 

7.9. Nature of Business. Substantially change the nature of the business in which it is presently engaged as set forth in
Section 5.21, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to
be used in its business as presently conducted. 
 7.10. Transactions with Affiliates. Directly or indirectly, purchase,
acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Borrowers which are not expressly prohibited by the terms of
this Agreement and which are in the Ordinary Course of Business and (ii) transactions disclosed to Agent, which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and
conditions which would have been obtainable from a Person other than an Affiliate. 
 7.11. [Reserved]. 

7.12. Subsidiaries. 
 (a) Form any Subsidiary unless such Subsidiary (i) is not a Foreign Subsidiary, (ii) at Agent’s discretion, expressly joins in this Agreement as a “Borrower” and becomes jointly
and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any other agreement among Borrowers and Lenders, or (B) becomes a “Guarantor” by executing a Guaranty and Guarantor Security Agreement (to be
determined by Agent in its sole discretion), and (ii) Agent shall have received all documents, including legal opinions, it may reasonably require to establish compliance with each of the foregoing conditions. 

(b) Enter into any partnership, joint venture or similar arrangement. 

  
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 7.13. Fiscal Year and Accounting Changes. Change its fiscal year from
December 31 or make any change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law. 

7.14. Pledge of Credit. Now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments or
contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Borrower’s business operations as conducted on the Closing Date. 

7.15. Amendment of Organizational Documents. Amend, modify or waive any term or material provision of its Organizational Documents
in any manner that adversely affects Agent or any Lender, unless required by law. 
 7.16. Compliance with ERISA.
(i) (x) Maintain, or permit any member of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans
disclosed on Schedule 5.8(d), (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in Section 406 of ERISA or Section 4975 of the
Code, (iii) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Borrower or any member of the Controlled Group or the imposition of a lien on the property of any
Borrower or any member of the Controlled Group pursuant to Section 4068 of ERISA, (iv) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; (v) fail promptly to notify Agent
of the occurrence of any Termination Event, (vi) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan, (vii) fail to meet,
permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the
Controlled Group to postpone or delay any funding requirement with respect of any Plan, or (viii) cause, or permit any member of the Controlled Group to cause, a representation or warranty in Section 5.8(d) to cease to be true and correct.

 7.17. Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness (other than to
Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Credit Party. 
 7.18. Other
Agreements. Enter into any material amendment, waiver or modification of the Merger Agreement or any Acquisition Agreement or any related agreements. 
 7.19. Membership / Partnership Interests. Designate or permit any of their Subsidiaries to (a) treat their limited liability company membership interests or partnership interests, as the case
may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate their limited liability membership interests or
partnership interests, as applicable. 

  
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 7.20. Inactive Subsidiaries. Cause the Inactive Subsidiaries at any time to
(a) own any assets (other than, with respect to Flotek Ecuador Investments, LLC and Flotek Ecuador Management, LLC, the Equity Interests of FlotekChemical Ecuador CIA, LTDA, (b) incur or suffer to exist any liabilities, or (c) engage
in any business activity. 
  

	VIII.	CONDITIONS PRECEDENT. 

 8.1.
Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such
Advances, of the following conditions precedent: 
 (a) Notes. Agent shall have received the Notes duly executed and
delivered by an authorized officer of each Borrower; 
 (b) Other Documents. Agent shall have received each of the
executed Other Documents, duly executed by the parties named therein and in form and substance satisfactory to Agent in is sole discretion; 
 (c) Negative Pledge Agreements. Agent shall have received the Negative Pledge Agreements, in each case, duly executed by the parties named therein and in recordable form; 

(d) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of
Exhibit 8.1(c). 
 (e) Closing Certificate. Agent shall have received a closing certificate signed by an
Authorized Officer of each Credit Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents to which it is a party are true and correct on and as of such date, and
(ii) on such date no Default or Event of Default has occurred or is continuing and no default under any document or agreement pursuant to which a Credit Party has been extended credit or other financial accommodation or is a guarantor of same
has occurred or is continuing; 
 (f) Borrowing Base. Agent shall have received evidence from Borrowers that the
aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date; 
 (g) Undrawn Availability. After giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least $ 15,000,000, as evidenced by a Borrowing Base Certificate
satisfactory to Agent in is sole discretion; 
 (h) Blocked Accounts. Borrowers shall have opened the Depository Accounts
with Agent or Agent shall have received duly executed agreements establishing the Blocked Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have
entered into control agreements with the applicable financial institutions in form and substance satisfactory to Agent with respect to such Blocked Accounts; 

  
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 (i) Merger Agreement. Agent shall have received final executed copies of the Merger
Agreement, and all related agreements, documents and instruments as in effect on the Closing Date all of which shall be satisfactory in form and substance to Agent and the transactions contemplated by such documentation shall be consummated prior to
or simultaneously with the making of the initial Advance including; 
 (j) Filings, Registrations and Recordings. Each
document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a
perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have
received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; 

(k) Lien Waiver Agreements. Agent shall have received Lien Waiver Agreements with respect to all locations or places at which
Inventory and/or books and records are located; 
 (l) Secretary’s Certificates, Authorizing Resolutions and Good
Standings of Borrowers. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the Closing Date
which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing (x) the execution,
delivery and performance of this Agreement, the Notes and each Other Document to which such Borrower is a party (including authorization of the incurrence of indebtedness, borrowing of Revolving Advances, Swing Loans and Term Loan and requesting of
Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Borrower of the security interests in and liens upon the Collateral to secure all of the joint and several Obligations of
Borrowers (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Borrower authorized to
execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such
Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s)
(or the equivalent thereof issued by any applicable jurisdiction) dated not more than ten (10) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction; 

(m) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Guarantors. Agent shall have received a
certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Guarantor in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in


  
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form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of each Guarantor authorizing (x) the execution,
delivery and performance of such Guarantor’s Guaranty and each Other Document to which such Guarantor is a party and (y) the granting by such Guarantor of the security interests in and liens upon the Collateral to secure its obligations
under its Guaranty (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Guarantor authorized
to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Guarantor as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such
Guarantor in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Guarantor’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s)
(or the equivalent thereof issued by any applicable jurisdiction) dated not more than ten (10) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction; 

(n) Legal Opinion. Agent shall have received the executed legal opinion of (i) Doherty & Doherty LLP,
(ii) Crowe & Dunlevy PC and (iii) Lowndes, Drosdick, Doster, Kantor & Reed, P.A., in each case, in form and substance satisfactory to Agent, which opinions shall cover such matters incident to the transactions
contemplated by this Agreement, the Notes, the Other Documents, and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; 

(o) No Litigation. No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing
or threatened against any Credit Party or against the officers or directors of any Credit Party (A) in connection with this Agreement, the Other Documents, the Merger Agreement or any of the transactions contemplated thereby and which, in the
reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any
Credit Party or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body; 
 (p) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the
Receivables, Inventory, general intangibles, and equipment of each Borrower and all books and records in connection therewith; 

(q) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including
pursuant to Article III hereof and the Fee Letter; 
 (r) Pro Forma Financial Statements. Agent shall have received a
copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent; 
 (s) Insurance. Agent
shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability 

  
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insurance, required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by Borrowers’ insurance broker containing such information
regarding Borrowers’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable, and (iii) lender loss payable endorsements issued by
Borrowers’ insurer naming Agent as lenders loss payee and mortgagee, as applicable; 
 (t) Payment Instructions.
Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement; 
 (u) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have
received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary; 
 (v) No Adverse Material Change. (i) Since December 31, 2012, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material
Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect; 
 (w) Contract and Diligence Review. Agent shall have (i) received and reviewed all Material Contracts of the Credit Parties including, without limitation, books and records, Organizational
Documents, third party financing agreements, leases, union contracts, labor contracts, vendor supply contracts, representation/agency agreements, license agreements and distributorship agreements, (ii) performed background checks on members of
each Credit Party’s management team, (iii) received and reviewed all OFAC due diligence, and (iv) reviewed each Credit Party’s corporate and legal structure, and such contracts, agreements, background checks and review shall be
satisfactory in all respects to Agent; 
 (x) Prefund Examination. Agent shall have completed a prefunding examination of
the Collateral, which examination shall be satisfactory to Agent in its sole discretion; 
 (y) Compliance with Laws.
Agent shall be reasonably satisfied that each Credit Party is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental
Protection Act, ERISA and the Anti-Terrorism Laws; 
 (z) Vehicle Title Liens. With respect to Vehicle Title, Borrowers
shall have delivered to Agent, in form and substance satisfactory to Agent: (i) all necessary fully-executed, notarized powers of attorney authorizing Automotive Resources International to perfect liens on behalf of Agent; (ii) an original
title properly endorsed to such Borrower for each such item of Collateral; (iii) all other necessary documentation or information required by applicable state law, including without limitation, vehicle descriptions, odometer statements and
owner and lienholder identification information; and (iv) evidence that Agent’s Lien has been duly noted thereon; and 

  
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 (aa) Other. All corporate and other proceedings, and all documents, instruments and
other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel. 

8.2. Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the
initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made: 

(a) Representations and Warranties. Each of the representations and warranties made by the Credit Parties in or pursuant to this
Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with
this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any
earlier and/or specified date); 
 (b) No Default. No Event of Default or Default shall have occurred and be continuing
on such date, or would exist after giving effect to the Advances requested to be made, on such date and, in the case of the initial Advance, after giving effect to the consummation of the transactions contemplated by the Merger Agreement;
provided, however that, Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of
Default or Default; and 
 (c) Maximum Advances. In the case of any type of Advance requested to be made, after giving
effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement. 
 Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall
have been satisfied. 
  

	IX.	INFORMATION AS TO CREDIT PARTIES. 


Each Borrower shall and shall cause their respective Subsidiaries to, until satisfaction in full of the Obligations and the termination of
this Agreement: 
 9.1. Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters
materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Borrower’s reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes
asserted by any Customer or other obligor. 
 9.2. Schedules. Deliver to Agent (i) on or before the twenty fifth
(25th) day of each month as and for the prior month (a) accounts receivable agings inclusive of reconciliations to the general ledger, (b) accounts payable schedules inclusive of reconciliations to the general ledger,
(c) Inventory reports and (d) a Borrowing Base Certificate in form and substance 

  
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satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement);
provided however, during any Trigger Period, Borrowing Agent shall deliver to Agent a Borrowing Base Certificate, in form and substance satisfactory to Agent, on or before each Wednesday of each week as and for the previous week, or at
such other intervals as Agent may require in its sole discretion. In addition, Borrowing Agent will deliver to Agent upon the written request of Agent: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices;
(iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and
verify all Receivables by any manner and through any medium it considers advisable as it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and
executed by each Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate,
modify or otherwise limit Agent’s Lien with respect to the Collateral. 
 9.3. Environmental Reports. 

(a) Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8, with a certificate
signed by an Authorized Officer of Borrowing Agent stating, to the best of his knowledge, that each Credit Party is in compliance in all material respects with all applicable Environmental Laws. To the extent any Credit Party is not in compliance
with the foregoing laws, the certificate shall set forth with specificity all areas of non-compliance and the proposed action such Borrower will implement in order to achieve full compliance. 

(b) In the event any Credit Party obtains, gives or receives notice of any Release or threat of Release of a reportable quantity of any
Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) or receives any notice of violation, request for information or notification that it is potentially responsible for
investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or
any Credit Party’s interest therein or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body, then Borrowing Agent shall,
within five (5) Business Days, give written notice of same to Agent detailing facts and circumstances of which any Credit Party is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to
allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto. 

(c) Borrowing Agent shall promptly forward to Agent copies of any request for information, notification of potential liability, demand
letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Materials at any other site owned, operated or used by any Credit Party to manage of Hazardous Materials and shall continue to forward copies of
correspondence between any Credit Party and the Authority 

  
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regarding such claims to Agent until the claim is settled. Borrowing Agent shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge or Environmental
Complaint at the Real Property, operations or business that any Credit Party is required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent’s security interest in and Lien on the
Collateral. 
 9.4. Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative
proceeding affecting any Credit Party, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material
Adverse Effect. 
 9.5. Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (a) any
Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the
financial condition or operating results of any Borrower as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in
Section 4971 of the Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower which might result in the acceleration of the maturity of any Indebtedness, including the
names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (e) any other development
in the business or affairs of any Credit Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto. 

9.6. Government Receivables. Notify Agent promptly if any of its Receivables arise out of contracts between any Borrower and the
United States, any state, or any department, agency or instrumentality of any of them. 
 9.7. Annual Financial
Statements. Furnish Agent, as soon as available and in any event no later than the earlier of (i) the date Holdings is required to file its Form 10-K with the SEC for any fiscal year and (ii) one hundred and twenty (120) days
after the end of each fiscal year of Holdings, financial statements of Holdings and its Subsidiaries on a consolidated basis in each case, including, but not limited to, statements of income and stockholders’ equity and cash flow from the
immediately prior fiscal year to the end of such prior fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and
reported upon without qualification by an independent certified public accounting firm selected by Holdings and satisfactory to Agent (the “Accountants”). The financial statements required to be delivered above shall be accompanied
by a Compliance Certificate. 
 9.8. Quarterly Financial Statements. Furnish Agent, as soon as available and in any event
no later than the earlier of (i) forty-five (45) days after the end of each fiscal quarter and (ii) the date Holdings is required to file its Form 10-Q with the SEC for any fiscal quarter (other than the fiscal quarter ending
December 31), an unaudited balance sheet of Holdings and its Subsidiaries on a consolidated basis and unaudited (or, in the case of the fourth fiscal quarter, 

  
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audited) statements of income and stockholders’ equity and cash flow of Holdings and its Subsidiaries on a consolidated basis, in each case reflecting results of operations from the
beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and in accordance with GAAP, subject to normal and recurring year-end adjustments that individually and in the
aggregate are not material to the business operations of Holdings or its Subsidiaries. The reports shall be accompanied by a Compliance Certificate. 
 9.9. Monthly Financial Statements. Furnish Agent for distribution to the Lenders within thirty (30) days after the end of each fiscal month which shall be delivered in accordance with Sections
9.7 and 9.8 as applicable), an unaudited balance sheet of Holdings and its Subsidiaries on a consolidated basis and unaudited statements of income and stockholders’ equity and cash flow of Holdings and its Subsidiaries on a consolidated basis
reflecting results of operations from the beginning of the fiscal year to the end of such calendar month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and
recurring year-end adjustments that individually and in the aggregate are not material to the business operations of Holdings or its Subsidiaries. 
 9.10. Other Reports. At Agent’s request, furnish Agent as soon as available, but in any event within ten (10) days after the issuance thereof with copies of such financial statements,
reports and returns as each Borrower shall send to its stockholders or members, as applicable. 
 9.11. Additional
Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Other Documents have been
complied with by the applicable Credit Party including, without the necessity of any request by Agent, (a) copies of all environmental audits and reviews, (b) at least thirty (30) days prior thereto, notice of any Credit Party’s
opening of any new office or place of business or any Credit Party’s closing of any existing office or place of business, and (c) promptly upon any Credit Party’s learning thereof, notice of any labor dispute to which any Credit Party
may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Credit Party is a party or by which any Credit Party is bound. 

9.12. Projected Operating Budget. Furnish Agent, no later the last day of February of each of Holdings’ fiscal years
commencing with fiscal year 2013, a month by month projected operating budget and cash flow of Holdings and its Subsidiaries on a consolidated basis for such fiscal year (including an income statement and a balance sheet as at the end of the last
month in each fiscal quarter), such projections to be accompanied by a certificate signed by an Authorized Officer of Holdings to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with
past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared. 
 9.13. Variances From Operating Budget. At Agent’s request, furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7, a written report summarizing
all material variances from budgets submitted by Holdings pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances. 

  
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 9.14. Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of
(i) any lapse or other termination of any Consent issued to any Credit Party by any Governmental Body or any other Person that is material to the operation of any Credit Party’s business, (ii) any refusal by any Governmental Body or
any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Credit Party with any Governmental Body or Person, if such reports indicate any material change in the business, operations,
affairs or condition of any Credit Party, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Credit Party.

 9.15. ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that (i) any Borrower
or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled
Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) any Borrower or any member of the
Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Borrower or
any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Borrower or any member of
the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any member of the
Controlled Group was not previously contributing shall occur, (v) any Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan,
together with copies of each such notice, (vi) any Borrower or any member of the Controlled Group shall receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under
Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such
notice; (viii) any Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) any
Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has
instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA. 

9.16. Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to
time, reasonably request to carry out the purposes, terms or conditions of this Agreement. 
 9.17. Updates to Certain
Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4(a)(iv) (Locations of equipment and Inventory), 5.24 (Equity Interests),
5.25 (Commercial 

  
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Tort Claims), and 5.26 (Letter-of-Credit Rights); provided, that, absent the occurrence and continuance of any Event of Default, Borrowers shall only be required to provide such
updates on a monthly basis in connection with delivery of a Compliance Certificate with respect to the applicable month. Any such updated Schedules delivered by Borrowers to Agent in accordance with this Section 9.17 shall automatically and
immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement. The updated Schedules to be provided under this Section are to be in form satisfactory to
Agent. 
 9.18. Financial Disclosure. Each Borrower hereby irrevocably authorizes and directs all accountants and
auditors employed by such Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Borrower’s financial statements, trial balances or other accounting records of any sort in the
accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Borrower’s financial status and business operations, provided that Agent and Lenders shall
provide Borrowers with prior notice of communications with such accountants or auditors so long as no Default or Event of Default shall have occurred. Each Borrower hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies
of reports or examinations relating to such Borrower, whether made by such Borrower or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Borrower prior to obtaining such information or
materials from such accountants or Governmental Bodies. 
 9.19. Appraisals and Field Examinations. Permit Agent or
Agent’s representatives to (a) perform full Collateral appraisals in form and substance satisfactory to Agent at Borrowers’ cost and expense as Agent deems appropriate in Agent’s sole discretion, and (in the case of Inventory
appraisals) in no event more frequently than annually prior to the occurrence of an Event of Default, and during the existence of an Event of Default, on an unlimited basis, and, to determine, among other things, the net orderly liquidation value of
the Collateral (each appraisal contemplated in this Section 9.17 or performed by Agent prior to the Closing Date shall each be an “NOLV Appraisal”), (b) after the occurrence of an Event of Default, at Agent’s option,
obtain Real Property appraisals at Borrowers’ cost and expense and (c) conduct field examinations at Credit Parties’ cost and expense as Agent deems appropriate in Agent’s sole discretion. 

 

	X.	EVENTS OF DEFAULT. 

 The
occurrence of any one or more of the following events shall constitute an “Event of Default”: 
 10.1.
Nonpayment. Failure by any Borrower to pay any principal or interest on the Obligations when due, whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required
prepayment or failure to pay any other liabilities or make any other payment, fee or charge provided for herein when due or in any Other Document. 
 10.2. Breach of Representation. Any representation or warranty made or deemed made by any Credit Party in this Agreement, any Other Document or any related agreement or in any certificate, document
or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made; 

  
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 10.3. Financial Information. Failure by any Borrower to (i) furnish financial
information when due or when requested, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof; 

10.4. Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any
Borrower’s Inventory or Receivables or (b) against a material portion of any Borrower’s other property which is not stayed or lifted within thirty (30) days; 

10.5. Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) failure or neglect of any
Credit Party or any Person to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document or any other agreement or arrangement, now or hereafter entered into between any Credit Party and
Agent or any Lender, or (ii) failure or neglect of any Credit Party to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5(b), 4.6, 4.7, 4.14, 4.9, 4.13, 4.17, 6.1, 6.2, 6.3, 6.4, 6.6, 6.12, 7.2 (for
purposes of the cure period contemplated by this clause (ii) only, with respect to Liens incurred without any Borrowers’ consent so long as such Liens do not exceed $5,000 in the aggregate and are being Properly Contested), 9.4 or 9.6
hereof which is not cured within ten (10) days from the occurrence of such failure or neglect; 
 10.6. Judgments.
Any judgment or judgments are rendered against any Credit Party for an aggregate amount in excess of $500,000 and (i) enforcement proceedings shall have been commenced by a creditor upon such judgment, (ii) there shall be any period of
thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect, or (iii) any such judgment results in the creation of a Lien upon any of the Collateral
(other than a Permitted Encumbrance); 
 10.7. Bankruptcy. Any Credit Party or any Subsidiary of any Credit Party shall
(i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its
inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal
bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file
a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy
laws, or (viii) take any action for the purpose of effecting any of the foregoing; 
 10.8. Material Adverse Effect.
Any change in any Credit Party’s results of operations or financial condition which Agent has determined in the exercise of its Permitted Discretion has a Material Adverse Effect; 

  
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 10.9. Lien Priority. Any Lien created hereunder or provided for hereby or under any
related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest; 
 10.10.
Cross Default. A default of the obligations of any Credit Party under any other agreement to which it is a party shall occur which adversely affects its condition, affairs or prospects (financial or otherwise) which default is not cured
within any applicable grace period; 
 10.11. Breach of Guaranty or Pledge Agreement. Termination or breach of any
Guaranty, Guaranty Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its
liability under, any such Guaranty, Guaranty Security Agreement, Pledge Agreement or similar agreement; 
 10.12. Change of
Control. Any Change of Control shall occur; 
 10.13. Invalidity. Any material provision of this Agreement or any
Other Document shall, for any reason, cease to be valid and binding on any Credit Party, or any Credit Party shall so claim in writing to Agent or any Lender or any Borrower challenges the validity of or its liability under this Agreement or any
Other Document; 
 10.14. Seizures. Any (a) portion of the Collateral shall be seized, subject to garnishment or
taken by a Governmental Body, or any Credit Party, or (b) the title and rights of any Credit Party shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final
determination, result in a material impairment or loss of the security provided by this Agreement or the Other Documents; 

10.15. Operations. The operations of any Credit Party’s business or facilities (as a whole) are interrupted at any time for
more than a period of ten (10) consecutive days, unless such Credit Party shall (i) be entitled to receive for such period of interruption, proceeds of business interruption insurance sufficient to assure that its per diem cash needs
during such period is at least equal to its average per diem cash needs for the consecutive three (3) month period immediately preceding the initial date of interruption and (ii) receive such proceeds in the amount described in clause
(i) preceding not later than thirty (30) days following the initial date of any such interruption; provided, however that, notwithstanding the provisions of clauses (i) and (ii) of this section, an Event of Default
shall be deemed to have occurred if any Credit Party shall not remit such insurance proceeds to Agent pursuant to Section 4.11 hereof within ten (10) days following such Credit Party’s receipt thereof; 

10.16. Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any
Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or
the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or. 

  
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 10.17. Reportable Compliance Event. The occurrence of any Reportable Compliance
Event, or any Borrower’s failure to immediately report a Reportable Compliance Event in accordance with Section 9.14 hereof. 
 10.18. Licenses. (i) Any Governmental Body shall (A) revoke, terminate, suspend or adversely modify any material license, permit, patent trademark or trade name of any Credit Party, or
(B) commence proceedings to suspend, revoke, terminate or adversely modify any such material license, permit, trademark, trade name or patent and such proceedings shall not be dismissed or discharged within sixty (60) days, or
(c) schedule or conduct a hearing on the renewal of any material license, permit, trademark, trade name or patent necessary for the continuation of any Credit Party’s business and the staff of such Governmental Body issues a report
recommending the termination, revocation, suspension or material, adverse modification of such license, permit, trademark, trade name or patent; (ii) any agreement which is necessary or material to the operation of any Credit Party’s
business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (30) days after the date of such revocation or termination, and such revocation or termination and non-replacement would reasonably be
expected to have a Material Adverse Effect. 
  

	XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT. 

 11.1. Rights and Remedies. 
 (a) Upon the occurrence of: (i) an Event
of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the
other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement
and to terminate the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until
such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform
Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the
Collateral with or without judicial process. Agent may enter any of any Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any time thereafter, in
its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place. With or without having the
Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future
delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification of such
sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is 

  
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reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale
thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Borrower. For the
purposes of enabling Agent to exercise the rights and remedies hereunder and under each of the Other Documents, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted
permission to use all of each Borrower’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and
(b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds
will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor. 
 (b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that it is not commercially unreasonable for
Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;
(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be
collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against
Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether
or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as
title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition
of Collateral; or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each
Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and
that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall
be construed to grant any rights to any Borrower or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b). 

  
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 11.2. Agent’s Discretion. Agent shall have the right in its sole discretion to
determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the
collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Borrowers or each other. 

11.3. Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable
Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Borrower’s property held by Agent and such Lender or any of their affiliates to reduce
the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. 
 11.4. Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the
exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative. 
 11.5. Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default,
all amounts collected or received by Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent
in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of
this Agreement; 
 SECOND, to payment of any fees owed to Agent; 

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the
Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; 
 FOURTH, to the payment of all of the
Obligations consisting of accrued interest on account of the Swing Loans; 
 FIFTH, to the payment of the outstanding principal
amount of the Obligations consisting of Swing Loans; 
 SIXTH, to the payment of all Obligations arising under this Agreement
and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); 

  
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 SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than
principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement. 
 EIGHTH, to all other
Obligations arising under this Agreement which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above; 

NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through
“EIGHT”; and 
 TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such
surplus. 
 In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until
exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held
by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) to the extent that any
amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit
pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all
other obligations of the types described in clauses “SEVENTH,” “EIGHTH” and “NINTH” above in the manner provided in this Section 11.5. 

 

	XII.	WAIVERS AND JUDICIAL PROCEEDINGS. 


12.1. Waiver of Notice. Each Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment, notice of
intent to accelerate and notice of acceleration, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other
action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein. 
 12.2. Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of
any Default or Event of Default. 
 12.3. Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, 

  
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ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

 

	XIII.	EFFECTIVE DATE AND TERMINATION. 


13.1. Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted
assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until May 10, 2018 (the “Term”) unless sooner terminated as herein provided. 

13.2. Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the
Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all
transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing
statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the
Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders (in their sole
discretion) with respect thereto. Accordingly, each Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send
such termination statements to each Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately
available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full. 

 

	XIV.	REGARDING AGENT. 

 14.1.
Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this
Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto and Agent shall hold all Collateral, 

  
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payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.4 and the Fee Letter), charges and collections received pursuant to this Agreement, for the ratable
benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes) Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding;
provided, however that, Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is
furnished with an indemnification reasonably satisfactory to Agent with respect thereto. 
 14.2. Nature of Duties. Agent
shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by
them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any
manner for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or
provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the
Other Documents or for any failure of any Borrower to perform its obligations hereunder or under any Other Document. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Borrower. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative
in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in
respect of this Agreement or the transactions described herein except as expressly set forth herein. 
 14.3. Lack of
Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Credit Party in
connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Credit Party. Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as
shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement
delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Credit Party, or be required to make
any inquiry concerning either the performance or observance of any of the 

  
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terms, provisions or conditions of this Agreement, the Notes, the Other Documents or the financial condition or prospects of any Credit Party, or the existence of any Event of Default or any
Default. 
 14.4. Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each
of Lenders and Borrowing Agent and upon such resignation, the Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers (provided, that, no such approval by Borrowers shall be required (i) in any
case where the successor Agent is one of Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed
to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Pledge Agreement and all account control agreements), and the term
“Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However,
notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former
Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral,
former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral; provided, that, Agent
shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to
release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the
provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in
connection with such Liens). 
 14.5. Certain Rights of Agent. If Agent shall request instructions from Lenders with
respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the
Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting
hereunder in accordance with the instructions of the Required Lenders. 
 14.6. Reliance. Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be
genuine and correct and to have been signed, sent or made by the proper person or entity, 

  
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and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and
attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care. 
 14.7. Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received
notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice,
Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, that, unless and until Agent shall have received such
directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders. 

14.8. Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and
indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according
to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document (INCLUDING WITHOUT
LIMITATION, WITH RESPECT TO ANY OTHERWISE INDEMNIFIED MATTER ARISING FROM AGENTS NEGLIGENCE OR STRICT LIABILITY); provided, that, Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). 

14.9. Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by
it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates,
include Agent in its individual capacity as a Lender. Agent may engage in business with any Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection
with this Agreement or otherwise without having to account for the same to Lenders. 
 14.10. Delivery of Documents. To
the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each
Lender, Agent will promptly furnish such documents and information to Lenders. 

  
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 14.11. Borrowers’ Undertaking to Agent. Without prejudice to their respective
obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or
any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or
more of them pursuant to this Agreement. 
 14.12. No Reliance on Agent’s Customer Identification Program. To the
extent the Advances or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out
such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations
contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers,
their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer
notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws. 
 14.13. Other
Agreements. Each of Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such
Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of Lenders further agrees that it shall not, unless specifically requested
to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents
shall be taken in concert and at the direction or with the consent of Agent or Required Lenders. 
  

	XV.	BORROWING AGENCY PROVISION AND COMMON ENTERPRISE. 

 15.1. Borrowing Agency Provisions. 
 (a) Each Borrower hereby irrevocably
designates Borrowing Agent to be its attorney and agent and in such capacity to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all
instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder,
(vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in
connection with this Agreement and the Other Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.


  
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 (b) The handling of this credit facility as a co-borrowing facility with a borrowing agent
in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. TO INDUCE AGENT AND LENDERS TO DO SO AND IN CONSIDERATION
THEREOF, EACH BORROWER HEREBY INDEMNIFIES AGENT AND EACH LENDER AND HOLDS AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR INACTION ARISING FROM AGENT’S
NEGLIGENCE OR STRICT LIABILITY), EXPENSES, LOSSES, DAMAGES AND CLAIMS OF DAMAGE OR INJURY ASSERTED AGAINST AGENT OR ANY LENDER BY ANY PERSON ARISING FROM OR INCURRED BY REASON OF THE HANDLING OF THE FINANCING ARRANGEMENTS OF BORROWERS AS PROVIDED
HEREIN, RELIANCE BY AGENT OR ANY LENDER ON ANY REQUEST OR INSTRUCTION FROM BORROWING AGENT OR ANY OTHER ACTION TAKEN BY AGENT OR ANY LENDER WITH RESPECT TO THIS SECTION 15.1 EXCEPT DUE TO WILLFUL MISCONDUCT OR GROSS (NOT MERE) NEGLIGENCE BY THE
INDEMNIFIED PARTY (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT). 
 (c) All
Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any
extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights
against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior
recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. 

15.2. Waiver of Subrogation. EACH BORROWER EXPRESSLY WAIVES ANY AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY,
EXONERATION, CONTRIBUTION OF ANY OTHER CLAIM WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE OTHER BORROWERS OR ANY OTHER PERSON DIRECTLY OR CONTINGENTLY LIABLE FOR THE OBLIGATIONS HEREUNDER, OR AGAINST OR WITH RESPECT TO ANY OTHER
BORROWERS’ PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY PROPERTY WHICH IS COLLATERAL FOR THE OBLIGATIONS), ARISING FROM THE EXISTENCE OR PERFORMANCE OF THIS AGREEMENT, UNTIL TERMINATION OF THIS AGREEMENT AND REPAYMENT IN FULL OF THE
OBLIGATIONS. 
 15.3. Common Enterprise. The successful operation and condition of each of Borrowers is dependent on the
continued successful performance of the functions of the group of Borrowers as a whole and the successful operation of each Borrower is dependent on the successful performance and operation of each other Borrower. Each of Borrowers expects to derive
benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of Holdings and each of the other Borrowers. Each Borrower expects
to derive benefit (and the 

  
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boards of directors or other governing body of each such Borrower have determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by
Lenders to Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any Other Documents to be executed by such
Borrower is within its corporate purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest. 
  

	XVI.	MISCELLANEOUS. 

 16.1.
Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising
under contract law, tort law or otherwise) shall be governed by and construed in accordance with the laws of the State of Texas applied to contracts to be performed wholly within the State of Texas. Any judicial proceeding brought against any
Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of Texas, United States of America, and, by execution and delivery of
this Agreement, each Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement. Each Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing
Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service
upon Borrowing Agent which each Borrower irrevocably appoints as such Borrower’s Agent for the purpose of accepting service within the State of Texas. Nothing herein shall affect the right to serve process in any manner permitted by law or
shall limit the right of Agent or any Lender to bring proceedings against any Borrower in the courts of any other jurisdiction. Each Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Borrower waives the right to remove any judicial proceeding brought against such Borrower in any state court to any federal court. Any judicial proceeding by any
Borrower against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in
the County of Dallas, State of Texas. 
 16.2. Entire Understanding. 

(a) This Agreement and the documents executed concurrently herewith contain the entire understanding between each Borrower, Agent and
each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect
unless in writing, signed by each Borrower’s, Agent’s and each Lender’s respective officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or
terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, 

  
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signed by the party to be charged. Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon
oral representations or statements inconsistent with the terms and provisions of this Agreement. 
 (b) The Required Lenders,
Agent with the consent in writing of the Required Lenders, and Borrowers may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by
Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of
Default thereunder, but only to the extent specified in such written agreements; provided, however that, no such supplemental agreement shall, without the consent of (1) Supermajority Lenders, (A) make any modifications,
amendments or waivers to (i) the definition of the Formula Amount (and the defined terms used in such definition) or increase the Advance Rates applicable to the Formula Amount if the effect of such amendment is to make more credit available or
to add new types of Collateral thereunder or (B) add or delete any provisions or otherwise change, vary or waive in any manner the rights of Lenders, Agent or Borrowers with respect to Section 6.5 or the conditions, provisions or terms
thereof or waive any Event of Default thereunder and (2) all Lenders: 
 (i) increase the Revolving Commitment Percentage
or Term Loan Commitment Percentage, as applicable, or the maximum dollar amount of the Revolving Commitment Amount or Term Loan Commitment Amount, as applicable, of any Lender without the consent of such Lender directly affected thereby; 

(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance
(excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of
each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by
Agent)); 
 (iii) except in connection with any increase pursuant to Section 2.24 hereof, increase the Maximum Revolving
Advance Amount; 
 (iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b)
without the consent of all Lenders; 
 (v) alter, amend or modify the provisions of Section 11.5 without the consent of
all Lenders; 
 (vi) release any Collateral during any calendar year (other than in accordance with the provisions of this
Agreement) having an aggregate value in excess of $1,000,000 without the consent of all Lenders; 
 (vii) change the rights and
duties of Agent without the consent of all Lenders; 

  
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 (viii) subject to clause (e) below, permit any Revolving Advance to be made if after
giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the
consent of each Lender directly affected thereby; 
 (ix) increase the Advance Rates above the Advance Rates in effect on the
Closing Date without the consent of each Lender directly affected thereby; or 
 (x) release any Guarantor or any Borrower
without the consent of all Lenders. 
 (c) Any such supplemental agreement shall apply equally to each Lender and shall be
binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to
be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right
consequent thereon. 
 (d) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such
consent is denied (each, a “Non-Consenting Lender”), then Agent may, at its option, require such Non-Consenting Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent
(the “Designated Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected
from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Non-Consenting Lender’s
denial, and such Non-Consenting Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the
Designated Lender, as appropriate, and Agent. Additionally, in the event any Lender (other than PNC) (i) requests compensation under Sections 3.7 or 3.9, or requires the Borrowers to pay any additional amount due to any Lender’s status
pursuant to Section 3.11 to any Lender or any Governmental Body for the account of any Lender, (iii) is a Defaulting Lender or (iv) is a Non-Consenting Lender referred to in this Section 16.2(c), then in any such event Borrowers
may, at their sole expense, upon notice to such Lender and Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, this Section 16.3), all
of its interests, rights and obligations under this Agreement and the Other Documents to an assignee acceptable to Agent in its sole discretion that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that: 
 (i) Borrowers shall have paid to Agent the assignment fee specified in
Section 16.3(e) hereof; 

  
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 (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its outstanding Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.17) from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts); 
 (iii) in the case of
any such assignment resulting from a claim for compensation under Sections 3.7 or 3.9, such assignment will result in a reduction in such compensation or payments thereafter; and 

(iv) such assignment does not conflict with Applicable Law. 
 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 Borrowers to require such
assignment and delegation cease to apply. 
 (e) Notwithstanding (i) the existence of a Default or an Event of Default,
(ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any
other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the sum of the outstanding Revolving Advances and the Maximum Undrawn Amount at any time to exceed the Formula Amount
by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”); provided, that, such outstanding Advances do not exceed the Maximum Revolving Advance
Amount. If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving
Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided, that, if Agent does permit Out-of-Formula Loans,
neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the
discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral
previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for
insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts
to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary
overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this
Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be 

  
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deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under
this Agreement and the Other Documents with respect to such Revolving Advances. 
 (f) In addition to (and not in substitution
of) the discretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of
Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or
(iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”) to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable
(a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers
pursuant to the terms of this Agreement; provided, that, at any time after giving effect to any such Protective Advances the outstanding Revolving Advances and Swing Loans do not exceed one hundred and ten percent (110%) of the Formula
Amount. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to
Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances. 

16.3. Successors and Assigns; Participations; New Lenders. 

(a) This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each Lender, all future holders of the Obligations
and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender. 

(b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from
time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of
set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof; provided, that, (i) Borrowers shall not be required to pay to any
Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder
or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Borrowers’ prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same
circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other
property actually or constructively held by such Participant as security for the Participant’s interest in the Advances. 

  
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 (c) Any Lender, with the consent of Agent and Borrowers (unless an Event of Default or
Default has occurred and is continuing, in which case no consent of the Borrowers is required), may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement
and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $1,000,000, pursuant to a
Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording; provided, however that, 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 with respect to each of the Revolving Advances and/or Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance
and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement,
have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided
in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to
the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by
such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of
the Revolving Commitment Percentages or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the
Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. 
 (d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or
relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing
CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the
interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such
execution and delivery, from and after the transfer effective date determined pursuant 

  
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to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the
rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified
Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing
CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. 

(e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement
delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall
be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be
available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO
upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO. 
 (f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has
been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower. 
 (g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; 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. 
 16.4. Application of Payments.
Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent or any Lender
receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver,
custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received
by Agent or such Lender. 

  
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 16.5. Indemnity. EACH BORROWER SHALL DEFEND, PROTECT, INDEMNIFY, PAY AND SAVE
HARMLESS AGENT, ISSUER, EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, ATTORNEYS, EMPLOYEES AND AGENTS (EACH AN “INDEMNIFIED PARTY”) FOR AND FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL (INCLUDING ALLOCATED COSTS OF INTERNAL COUNSEL))
(COLLECTIVELY, “CLAIMS”) WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNIFIED PARTY IN ARISING OUT OF OR IN ANY WAY RELATING TO OR AS A CONSEQUENCE, DIRECT OR INDIRECT, OF: (I) THIS AGREEMENT, THE OTHER
DOCUMENTS, THE ADVANCES AND OTHER OBLIGATIONS AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING THE TRANSACTIONS, (II) ANY ACTION OR FAILURE TO ACT OR ACTION TAKEN ONLY AFTER DELAY OR THE SATISFACTION OF ANY CONDITIONS BY ANY INDEMNIFIED PARTY
IN CONNECTION WITH AND/OR RELATING TO THE NEGOTIATION, EXECUTION, DELIVERY OR ADMINISTRATION OF THE AGREEMENT AND THE OTHER DOCUMENTS, THE CREDIT FACILITIES ESTABLISHED HEREUNDER AND THEREUNDER AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING
THE TRANSACTIONS, (III) ANY CREDIT PARTY’S FAILURE TO OBSERVE, PERFORM OR DISCHARGE ANY OF ITS COVENANTS, OBLIGATIONS, AGREEMENTS OR DUTIES UNDER OR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE IN THIS AGREEMENT AND THE OTHER
DOCUMENTS, (IV) THE ENFORCEMENT OF ANY OF THE RIGHTS AND REMEDIES OF AGENT, ISSUER OR ANY LENDER UNDER THE AGREEMENT AND THE OTHER DOCUMENTS, (V) ANY THREATENED OR ACTUAL IMPOSITION OF FINES OR PENALTIES, OR DISGORGEMENT OF BENEFITS, FOR
VIOLATION OF ANY ANTI-TERRORISM LAW BY ANY BORROWER, ANY AFFILIATE OR SUBSIDIARY OF ANY CREDIT PARTY, AND (VI) ANY CLAIM, LITIGATION, PROCEEDING OR INVESTIGATION INSTITUTED OR CONDUCTED BY ANY GOVERNMENTAL BODY OR INSTRUMENTALITY OR ANY OTHER PERSON
WITH RESPECT TO ANY ASPECT OF, OR ANY TRANSACTION CONTEMPLATED BY, OR REFERRED TO IN, OR ANY MATTER RELATED TO, THIS AGREEMENT OR THE OTHER DOCUMENTS, WHETHER OR NOT AGENT OR ANY LENDER IS A PARTY THERETO. WITHOUT LIMITING THE GENERALITY OF ANY OF
THE FOREGOING, EACH BORROWER SHALL DEFEND, PROTECT, INDEMNIFY, PAY AND SAVE HARMLESS EACH INDEMNIFIED PARTY FROM (X) ANY CLAIMS WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNIFIED PARTY ARISING OUT OF OR IN ANY WAY
RELATING TO OR AS A CONSEQUENCE, DIRECT OR INDIRECT, OF THE ISSUANCE OF ANY LETTER OF CREDIT HEREUNDER AND (Y) ANY CLAIMS WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNIFIED PARTY UNDER ANY ENVIRONMENTAL LAWS WITH RESPECT
TO OR IN CONNECTION WITH THE REAL PROPERTY, ANY HAZARDOUS DISCHARGE, THE PRESENCE OF ANY HAZARDOUS MATERIALS AFFECTING THE REAL PROPERTY (WHETHER OR NOT THE SAME ORIGINATES OR EMERGES FROM THE REAL PROPERTY OR ANY CONTIGUOUS REAL ESTATE), INCLUDING
ANY 

  
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CLAIMS CONSISTING OF OR RELATING TO THE IMPOSITION OR ASSERTION OF ANY LIEN ON ANY OF THE REAL PROPERTY UNDER ANY ENVIRONMENTAL LAWS AND ANY LOSS OF VALUE OF THE REAL PROPERTY AS A RESULT OF THE
FOREGOING EXCEPT TO THE EXTENT SUCH LOSS, LIABILITY, DAMAGE AND EXPENSE IS ATTRIBUTABLE TO ANY HAZARDOUS DISCHARGE RESULTING FROM ACTIONS ON THE PART OF AGENT OR ANY LENDER. BORROWERS’ OBLIGATIONS UNDER THIS SECTION 16.5 SHALL ARISE UPON THE
DISCOVERY OF THE PRESENCE OF ANY HAZARDOUS MATERIALS AT THE REAL PROPERTY, WHETHER OR NOT ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL AGENCY HAS TAKEN OR THREATENED ANY ACTION IN CONNECTION WITH THE PRESENCE OF ANY HAZARDOUS MATERIALS, IN EACH SUCH
CASE EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT). WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THIS INDEMNITY SHALL EXTEND TO ANY LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING FEES AND DISBURSEMENTS OF
COUNSEL) ASSERTED AGAINST OR INCURRED BY ANY OF THE INDEMNIFIED PARTIES BY ANY PERSON UNDER ANY ENVIRONMENTAL LAWS OR SIMILAR LAWS BY REASON OF ANY BORROWER’S OR ANY OTHER PERSON’S FAILURE TO COMPLY WITH LAWS APPLICABLE TO SOLID OR
HAZARDOUS WASTE MATERIALS, INCLUDING HAZARDOUS MATERIALS AND HAZARDOUS WASTE, OR OTHER TOXIC SUBSTANCES. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any
intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents,
or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and
penalties thereon, and will indemnify and hold the Indemnified Parties harmless from and against all liability in connection therewith. 
 16.6. Notice. Any notice or request hereunder may be given to Borrowing Agent or any Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may
hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.6 only, a “Notice”) to be given
to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth
such Notice on a website to which Borrowers are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties
hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on
Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective: 

(a) In the case of hand-delivery, when delivered; 

  
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 (b) If given by mail, four (4) days after such Notice is deposited with the United
States Postal Service, with first-class postage prepaid, return receipt requested; 
 (c) In the case of a telephonic Notice,
when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a
confirmatory Notice (received at or before 12:00 p.m. on such next Business Day); 
 (d) In the case of a facsimile
transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine; 

(e) In the case of electronic transmission, when actually received; 

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such
site) by another means set forth in this Section 16.6; and 
 (g) If given by any other means (including by overnight
courier), when actually received. 
 Any Lender giving a Notice to Borrowing Agent or any Borrower shall concurrently send a
copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice. 
  

	 	(A)	If to Agent or PNC at: 

 PNC
Bank, National Association 
 2100 Ross Avenue, Suite 1850 

Dallas, Texas 75201 

			
	Attention:	  	Relationship Manager (Flotek)
	Telephone:	  	(214) 871-1256
	Facsimile:	  	(214) 871-2015

 with a copy to: 
 PNC Bank, National Association 
 Two Tower Center Boulevard 

East Brunswick, New Jersey 08816 
 Attention: Josephine Griffin 
 Telephone: (732) 220-4388 

Facsimile: (732) 220-4538 

  
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 with an additional copy to: 

Patton Boggs LLP 
 2000 McKinney Avenue, Suite 1700 
 Dallas, Texas 75201 

Attention: Anthony J. Herrera 
 Telephone: (214) 758-1500 
 Facsimile: (214) 758-1550 

 

	 	(B)	If to a Lender other than Agent, as specified on the signature pages hereof 


 

	 	(C)	If to Borrowing Agent or any Borrower: 

 Flotek Industries, Inc 
 10603 W. Sam Houston Parkway North, Suite 300 

Houston, Texas 77064 
 Attention: H. Richard Walton 
 Telephone: 713-849-9911 

Facsimile: 713-896-4511 
 with a copy to: 
 Doherty & Doherty LLP 

1717 St. James Place, Suite 520 
 Houston, TX 77056 
 Attention: Casey W. Doherty, Sr. 

Telephone: 713) 572-1165 
 Facsimile: (713) 572-1001 
 16.7. Survival. The obligations of
Borrowers under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of this Agreement and the Other Documents and
payment in full of the Obligations. 
 16.8. Severability. If any part of this Agreement is contrary to, prohibited by,
or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as
possible. 
 16.9. Expenses. Borrowers shall pay (i) all out-of-pocket expenses incurred by Agent, PNC Capital
Markets and any of their Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of 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 Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (iii) all out-of-pocket expenses incurred by Agent, any Lender or the Issuer 

  
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(including the fees, charges and disbursements of any counsel for Agent, any Lender or the Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender
or the Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of Agent’s regular
employees and agents engaged periodically to perform audits of the Credit Parties’ books, records and business properties. 

16.10. Injunctive Relief. Each Borrower recognizes that, in the event any Borrower fails to perform, observe or discharge any of
its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefore, Agent, if Agent so requests, shall
be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy. 
 16.11. Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Credit Party (or any Affiliate of any such Person) for indirect,
punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement
or any Other Document. 
 16.12. Captions. The captions at various places in this Agreement are intended for convenience
only and do not constitute and shall not be interpreted as part of this Agreement. 
 16.13. Counterparts; Facsimile
Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto. 

16.14. Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto. 

16.15. Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained
by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in confidence and accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this
nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any
Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that, (i) unless specifically prohibited by
Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to 

  
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notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in
connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any
materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated.
Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender
or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this
Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in
favor of any Borrower or any of any Borrower’s affiliates, the provisions of this Agreement shall supersede such agreements. 
 16.16. Publicity. Each Borrower and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including
announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall in its sole and absolute discretion deem appropriate. 
 16.17. Certifications From Banks and Participants; USA PATRIOT Act. 
 (a)
Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT
Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking
authority regulating such affiliated depository institution or foreign bank) shall deliver to Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as
required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. 

(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals
or business entities which open an “account” with such financial institution. Consequently, Lender may from time to time request, and each Borrower shall provide to Lender, such Borrower’s name, address, tax identification number
and/or such other identifying information as shall be necessary for Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law. 

  
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 16.18. Anti-Money Laundering/International Trade Law Compliance. Each Borrower
represents and warrants to Agent, as of the date of this Agreement, the date of each Advance, the date of any renewal, extension or modification of this Agreement, and at all times until this Agreement has been terminated and all Obligations have
been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in
or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the Advances
will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority;
(c) the funds used to repay the Obligations are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United
States, including but not limited to any Anti-Terrorism Laws. Borrowers covenant and agree that they shall immediately notify Agent in writing upon the occurrence of a Reportable Compliance Event. 

16.19. Concerning Joint and Several Liability of Borrowers. 

(a) Each of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided
by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of each of Borrowers to accept joint and several liability for the obligations of each of them.

 (b) Each of Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also
as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several
obligations of each of Borrowers without preferences or distinction among them. 
 (c) If and to the extent that any of the
Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with
respect to, or perform, such Obligation. 
 (d) The obligations of each Borrower under the provisions of this Section 16.19
constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

 (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several
liability, notice of any Advance made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Agreement (except as otherwise provided herein), notice of any action at any time taken or omitted
by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection 

  
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with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial
payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any
and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time
or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or
failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the
provisions of this Section 16.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 16.19, it being the intention of each Borrower that, so long as
any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 16.19 shall not be discharged except by performance and then only to the extent of such performance or except as otherwise agreed in writing in
accordance with Section 16.2. The Obligations of each Borrower under this Section 16.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to any Borrower or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership,
constitution or place of formation of any Borrower or any Lender. 
 (f) The provisions of this Section 16.19 are made for
the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender
first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of
any of the Obligations or to elect any other remedy. The provisions of this Section 16.19 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part
thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this
Section 16.19 will forthwith be reinstated in effect, as though such payment had not been made. 
 (g) Notwithstanding any
provision to the contrary contained herein or in any other of the Other Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any
applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state and including,
without limitation, any federal or state bankruptcy laws). 

  
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 (h) Borrowers hereby agree, as among themselves, that if any Borrower shall become an Excess
Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay to such Excess Funding Borrower an amount equal to such
Borrower’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment obligation
of any Borrower to any Excess Funding Borrower under this Section 16.19(h) shall be subordinate and subject in right of payment to the prior payment in full of the Obligations of such Borrower under the other provisions of this Agreement, and
such Excess Funding Borrower shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean,
in respect of any Obligations arising under the other provisions of this Agreement (hereafter, the “Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of the Joint Obligations;
(ii) “Excess Payment” shall mean, in respect of any Joint Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such Joint Obligations; and (iii) “Pro Rata Share”,
for the purposes of this Section 16.19(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of
all debts and liabilities of such Borrower (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair salable
value of all assets and other properties of such Borrower and all of the other Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Borrower and the other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the Closing Date (if any Borrower becomes a party hereto subsequent to the Closing Date, then for the purposes of this
Section 16.19(h) such subsequent Borrower shall be deemed to have been a Borrower as of the Closing Date and the information pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower shall be deemed
true as of the Closing Date) notwithstanding the payment obligations imposed on Borrowers in this Section, the failure of a Borrower to make any payment to an Excess Funding Borrower as required under this Section shall not constitute an Event of
Default. 
 16.20. No Advisory or Fiduciary Relationship. 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 Document), each Borrower acknowledges and agrees that: (a)(i) the arranging and other services regarding this Agreement provided by Agent are
arm’s-length commercial transactions between Borrowers, on the one hand, and Agent on the other hand, (ii) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and
(iii) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the Other Documents; (b)(i) each of Agent and Lenders is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Credit Party, or any other Person and (ii) none of Agent or any Lender has any
obligation to any Credit 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 Documents; and (c) Agent and Lenders


  
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may be engaged in a broad range of transactions that involve interests that differ from those of any Credit Party, and their respective Affiliates, and neither Agent nor any Lender has any
obligation to disclose any of such interests to any Credit Party, or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against each of Agent and Lenders
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 
 16.21. Non-Applicability of Chapter 346. Borrowers, Agent and the Lenders hereby agree that, except for the opt-out provisions of Section 346.004 thereof, the provisions of Chapter 346 of the
Texas Finance Code, as amended from time to time (regulating certain revolving credit loans and revolving tri-party accounts) shall not apply to this Agreement or any of the Other Documents, and the extensions of credit made hereunder are not for
personal, family or household use. 
 16.22. BORROWERS’ WAIVER OF RIGHTS UNDER TEXAS DECEPTIVE TRADE PRACTICES ACT.
EACH BORROWER HEREBY WAIVES ANY RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION § 17.41 ET SEQ. TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION
WITH AN ATTORNEY OF THE OBLIGORS’ OWN SELECTION, EACH OBLIGOR VOLUNTARILY CONSENTS TO THIS WAIVER. EACH BORROWER EXPRESSLY WARRANTS AND REPRESENTS THAT EACH PERSON (A) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION RELATIVE TO
LENDER, AND (B) HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 

16.23. Amendment and Restatement. 
 (a) The parties hereto acknowledge and agree that (i) this Agreement and the Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or
repayment and re-borrowing of the Advances and the other Obligations under the Original Credit Agreement or the Other Documents (as defined in the Original Credit Agreement) as in effect prior to the Closing Date and which remain outstanding as of
the Closing Date, (ii) the Obligations under the Original Credit Agreement and the Other Documents (as defined in the Original Credit Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in all
respects hereinafter subject to the terms herein) and (iii) the Liens and security interests as granted under the Credit Agreement and the applicable Other Documents (as defined in the Original Credit Agreement) securing payment of such
Obligations (as defined in the Original Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby. 
 (b) The parties hereto acknowledge and agree that on and after the Closing Date, (i) all references to the Credit Agreement or the Other Documents shall be deemed to refer to the Original Credit
Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement or the Other Documents shall be amended to become, mutatis mutandis, references to the corresponding
provisions of this 

  
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Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and
reimbursement of fees) shall be deemed to be references to the Original Credit Agreement as amended and restated hereby. 
 (c)
The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided
herein or in any Other Document, all terms and conditions of this Agreement and the Other Documents remain in full force and effect unless otherwise specifically amended hereby or by any Other Documents. 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

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

			
	FLOTEK INDUSTRIES, INC., a Delaware corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	CESI CHEMICAL, INC., an Oklahoma corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO
	
	CESI MANUFACTURING, LLC, an Oklahoma limited liability company
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO
	
	MATERIAL TRANSLOGISTICS, INC., a Texas corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	TELEDRIFT COMPANY, a Delaware corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	TURBECO, INC., a Texas corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President



  
 [SIGNATURE
PAGE TO CREDIT AGREEMENT] 







 
			
	USA PETROVALVE, INC., a Texas corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	FLOTEK ACQUISITION INC., a Delaware corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	And upon consummation of the transactions contemplated by the Merger Agreement:
	
	FLORIDA CHEMICAL COMPANY, INC., a Delaware corporation
		
	By:	 	 /s/ John Chisholm

	Name:	 	John Chisholm
	Title:	 	CEO and President



  
 [SIGNATURE
PAGE TO CREDIT AGREEMENT] 







 
			
	PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent
		
	By:	 	 /s/ Anita Inkollu

	Name:	 	Anita Inkollu
	Title:	 	Vice President


 
			
	
	PNC Bank, National Association
	2100 Ross Avenue, Suite 1850
	Dallas, Texas 75201
	Attention:	 	Relationship Manager (Flotek)
	Telephone:	 	(214) 871-1256
	Facsimile:	 	(214) 871-2015
	
	Revolving Commitment Percentage: 100%
	Revolving Commitment Amount $75,000,000
	
	Term Loan Commitment Percentage: 100%
	Term Loan Commitment Amount $50,000,000



  
 [SIGNATURE
PAGE TO CREDIT AGREEMENT] 







 Schedule 6.15 
 Post-Closing Obligations 
 1. No later than five (5) days after the Closing Date,
Agent shall have received, in form and substance satisfactory to Agent, evidence of the release of the federal tax lien filed against Flotek Paymaster, Inc. by the United States Department of Treasury in Harris County, Texas. 

2. No later than ten (10) days after the Closing Date, Agent shall have received good standing certificates (or the equivalent thereof issued by any
applicable jurisdiction) from each of the following states indicated opposite the applicable Credit Party name: 
 Florida
Chemical: Florida, Minnesota, New Jersey, Texas and West Virginia 
 Turbeco, Inc.: North Dakota 

USA Petrovalve, Inc.: New Mexico 

3. No later than ten (10) days after the Closing Date, Agent shall have received appropriate additional insured endorsements in form and substance
satisfactory to Agent, naming Agent as an additional insured as its interests may appear with respect to all insurance coverage referred to in Section 6.6 hereof. 
 4. No later than fifteen (15) days after the Closing Date, Agent shall have received the executed legal opinion of Lowndes, Drosdick, Doster, Kantor & Reed, P.A. in form and substance
satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Other Documents, and related agreements as Agent may reasonably require and Borrower hereby authorizes and directs such counsel to
deliver such opinions to Agent. 
 5. No later than thirty (30) days after the Closing Date, (i) Borrowers shall cause the Credit
Parties’ deposit accounts established with JPMorgan Chase Bank, N.A. and Bank of America, N.A. to each be subject to a deposit account control agreement in form and substance satisfactory to Agent or (ii) Borrower shall have delivered to
Agent, in form and substance satisfactory to Agent, evidence that such accounts have been closed. 
 6. No later than ninety (90) days
after the Closing Date, Agent shall have received appraisals with respect to Borrowers’ equipment and Inventory, the results of which are satisfactory in form and substance to Agent.