EX-10.3



  

 
 Exhibit 10.3 

 

					
	



	  	 AMENDED AND RESTATED 
CREDIT AGREEMENT

 
 by and among
	  	

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Lead Arranger, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Book Runner, 
 THE
LENDERS THAT ARE PARTIES HERETO 
 as the Lenders, 

POWER SOLUTIONS INTERNATIONAL, INC. 

as Parent, and 
 THE
OTHER BORROWERS FROM TIME TO TIME PARTY HERETO 
 as Borrowers 

Dated as of April 1, 2014 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 1. DEFINITIONS AND CONSTRUCTION
	  	 	1	  
			
	 1.1.
	 	Definitions	  	 	1	  
			
	 1.2.
	 	Accounting Terms	  	 	1	  
			
	 1.3.
	 	Code	  	 	2	  
			
	 1.4.
	 	Construction	  	 	2	  
			
	 1.5.
	 	Time References	  	 	3	  
			
	 1.6.
	 	Schedules and Exhibits	  	 	3	  
			
	 1.7.
	 	Effect of Amendment and Restatement; No Novation; Release	  	 	3	  
		
	 2. LOANS AND TERMS OF PAYMENT
	  	 	4	  
			
	 2.1.
	 	Revolving Loans	  	 	4	  
			
	 2.2.
	 	Term Loan	  	 	5	  
			
	 2.3.
	 	Borrowing Procedures and Settlements	  	 	5	  
			
	 2.4.
	 	Payments; Reductions of Commitments; Prepayments	  	 	13	  
			
	 2.5.
	 	Promise to Pay; Promissory Notes	  	 	19	  
			
	 2.6.
	 	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations	  	 	19	  
			
	 2.7.
	 	Crediting Payments	  	 	21	  
			
	 2.8.
	 	Designated Account	  	 	21	  
			
	 2.9.
	 	Maintenance of Loan Account; Statements of Obligations	  	 	21	  
			
	 2.10.
	 	Fees	  	 	22	  
			
	 2.11.
	 	Letters of Credit	  	 	22	  
			
	 2.12.
	 	LIBOR Option	  	 	30	  
			
	 2.13.
	 	Capital Requirements	  	 	32	  
			
	 2.14.
	 	Accordion	  	 	34	  
			
	 2.15.
	 	Joint and Several Liability of Borrowers	  	 	36	  
			
	 3.
	 	CONDITIONS; TERM OF AGREEMENT	  	 	38	  
			
	 3.1.
	 	Conditions Precedent to the Initial Extension of Credit	  	 	38	  
			
	 3.2.
	 	Conditions Precedent to all Extensions of Credit	  	 	38	  
			
	 3.3.
	 	Maturity	  	 	39	  
			
	 3.4.
	 	Effect of Maturity	  	 	39	  
			
	 3.5.
	 	Early Termination by Borrowers	  	 	39	  
			
	 3.6.
	 	Conditions Subsequent	  	 	39	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
		
	 4. REPRESENTATIONS AND WARRANTIES.
	  	 	39	  
			
	 4.1.
	 	Due Organization and Qualification; Subsidiaries	  	 	40	  
			
	 4.2.
	 	Due Authorization; No Conflict	  	 	40	  
			
	 4.3.
	 	Governmental Consents	  	 	41	  
			
	 4.4.
	 	Binding Obligations; Perfected Liens	  	 	41	  
			
	 4.5.
	 	Title to Assets; No Encumbrances	  	 	41	  
			
	 4.6.
	 	Litigation	  	 	42	  
			
	 4.7.
	 	Compliance with Laws	  	 	42	  
			
	 4.8.
	 	No Material Adverse Effect	  	 	42	  
			
	 4.9.
	 	Solvency	  	 	42	  
			
	 4.10.
	 	Employee Benefits	  	 	43	  
			
	 4.11.
	 	Environmental Condition	  	 	43	  
			
	 4.12.
	 	Complete Disclosure	  	 	43	  
			
	 4.13.
	 	Patriot Act	  	 	44	  
			
	 4.14.
	 	Indebtedness	  	 	44	  
			
	 4.15.
	 	Payment of Taxes	  	 	44	  
			
	 4.16.
	 	Margin Stock	  	 	44	  
			
	 4.17.
	 	Governmental Regulation	  	 	44	  
			
	 4.18.
	 	OFAC	  	 	45	  
			
	 4.19.
	 	Employee and Labor Matters	  	 	45	  
			
	 4.20.
	 	[Intentionally Omitted]	  	 	45	  
			
	 4.21.
	 	Leases	  	 	45	  
			
	 4.22.
	 	Eligible Accounts	  	 	45	  
			
	 4.23.
	 	Eligible Inventory	  	 	46	  
			
	 4.24.
	 	Location of Inventory	  	 	46	  
			
	 4.25.
	 	Inventory Records	  	 	46	  
			
	 4.26.
	 	Hedge Agreements	  	 	46	  
		
	 5. AFFIRMATIVE COVENANTS
	  	 	46	  
			
	 5.1.
	 	Financial Statements, Reports, Certificates	  	 	46	  
			
	 5.2.
	 	Reporting	  	 	46	  
			
	 5.3.
	 	Existence	  	 	46	  
			
	 5.4.
	 	Maintenance of Properties	  	 	47	  
			
	 5.5.
	 	Taxes	  	 	47	  
			
	 5.6.
	 	Insurance	  	 	47	  
			
	 5.7.
	 	Inspection	  	 	48	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 5.8.
	 	Compliance with Laws	  	 	48	  
			
	 5.9.
	 	Environmental	  	 	48	  
			
	 5.10.
	 	Disclosure Updates	  	 	49	  
			
	 5.11.
	 	Formation of Subsidiaries	  	 	49	  
			
	 5.12.
	 	Further Assurances	  	 	49	  
			
	 5.13.
	 	Lender Meetings	  	 	50	  
			
	 5.14.
	 	Location of Inventory	  	 	50	  
			
	 5.15.
	 	Bank Products	  	 	50	  
			
	 5.16.
	 	Hedge Agreements	  	 	50	  
		
	 6. NEGATIVE COVENANTS
	  	 	50	  
			
	 6.1.
	 	Indebtedness	  	 	50	  
			
	 6.2.
	 	Liens	  	 	51	  
			
	 6.3.
	 	Restrictions on Fundamental Changes	  	 	51	  
			
	 6.4.
	 	Disposal of Assets	  	 	51	  
			
	 6.5.
	 	Nature of Business	  	 	51	  
			
	 6.6.
	 	Prepayments and Amendments	  	 	52	  
			
	 6.7.
	 	Restricted Payments	  	 	52	  
			
	 6.8.
	 	Accounting Methods	  	 	53	  
			
	 6.9.
	 	Investments	  	 	53	  
			
	 6.10.
	 	Transactions with Affiliates	  	 	53	  
			
	 6.11.
	 	Use of Proceeds	  	 	53	  
			
	 6.12.
	 	Limitation on Issuance of Equity Interests	  	 	53	  
			
	 6.13.
	 	Inventory with Bailees	  	 	54	  
		
	 7. FINANCIAL COVENANTS
	  	 	54	  
		
	 8. EVENTS OF DEFAULT
	  	 	54	  
			
	 8.1.
	 	Payments	  	 	54	  
			
	 8.2.
	 	Covenants	  	 	54	  
			
	 8.3.
	 	Judgments	  	 	55	  
			
	 8.4.
	 	Voluntary Bankruptcy, etc.	  	 	55	  
			
	 8.5.
	 	Involuntary Bankruptcy, etc.	  	 	55	  
			
	 8.6.
	 	Default Under Other Agreements	  	 	55	  
			
	 8.7.
	 	Representations, etc.	  	 	56	  
			
	 8.8.
	 	Guaranty	  	 	56	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 8.9.
	 	Security Documents	  	 	56	  
			
	 8.10.
	 	Loan Documents	  	 	56	  
			
	 8.11.
	 	Change of Control	  	 	56	  
		
	 9. RIGHTS AND REMEDIES
	  	 	56	  
			
	 9.1.
	 	Rights and Remedies	  	 	56	  
			
	 9.2.
	 	Remedies Cumulative	  	 	57	  
		
	 10. WAIVERS; INDEMNIFICATION
	  	 	57	  
			
	 10.1.
	 	Demand; Protest; etc.	  	 	57	  
			
	 10.2.
	 	The Lender Group’s Liability for Collateral	  	 	57	  
			
	 10.3.
	 	Indemnification	  	 	58	  
		
	 11. NOTICES
	  	 	59	  
		
	 12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION
	  	 	60	  
		
	 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS
	  	 	61	  
			
	 13.1.
	 	Assignments and Participations	  	 	61	  
			
	 13.2.
	 	Successors	  	 	65	  
		
	 14. AMENDMENTS; WAIVERS
	  	 	66	  
			
	 14.1.
	 	Amendments and Waivers	  	 	66	  
			
	 14.2.
	 	Replacement of Certain Lenders	  	 	68	  
			
	 14.3.
	 	No Waivers; Cumulative Remedies	  	 	68	  
		
	 15. AGENT; THE LENDER GROUP
	  	 	69	  
			
	 15.1.
	 	Appointment and Authorization of Agent	  	 	69	  
			
	 15.2.
	 	Delegation of Duties	  	 	70	  
			
	 15.3.
	 	Liability of Agent	  	 	70	  
			
	 15.4.
	 	Reliance by Agent	  	 	70	  
			
	 15.5.
	 	Notice of Default or Event of Default	  	 	70	  
			
	 15.6.
	 	Credit Decision	  	 	71	  
			
	 15.7.
	 	Costs and Expenses; Indemnification	  	 	71	  
			
	 15.8.
	 	Agent in Individual Capacity	  	 	72	  
			
	 15.9.
	 	Successor Agent	  	 	72	  
			
	 15.10.
	 	Lender in Individual Capacity	  	 	73	  
			
	 15.11.
	 	Collateral Matters	  	 	73	  
			
	 15.12.
	 	Restrictions on Actions by Lenders; Sharing of Payments	  	 	75	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 15.13.
	 	Agency for Perfection	  	 	76	  
			
	 15.14.
	 	Payments by Agent to the Lenders	  	 	76	  
			
	 15.15.
	 	Concerning the Collateral and Related Loan Documents	  	 	76	  
			
	 15.16.
	 	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	  	 	76	  
			
	 15.17.
	 	Several Obligations; No Liability	  	 	77	  
			
	 15.18.
	 	Lead Arranger and Book Runner	  	 	78	  
		
	 16. WITHHOLDING TAXES
	  	 	78	  
			
	 16.1.
	 	Payments	  	 	78	  
			
	 16.2.
	 	Exemptions	  	 	78	  
			
	 16.3.
	 	Reductions	  	 	80	  
			
	 16.4.
	 	Refunds	  	 	80	  
		
	 17. GENERAL PROVISIONS
	  	 	81	  
			
	 17.1.
	 	Effectiveness	  	 	81	  
			
	 17.2.
	 	Section Headings	  	 	81	  
			
	 17.3.
	 	Interpretation	  	 	81	  
			
	 17.4.
	 	Severability of Provisions	  	 	81	  
			
	 17.5.
	 	Bank Product Providers	  	 	81	  
			
	 17.6.
	 	Debtor-Creditor Relationship	  	 	82	  
			
	 17.7.
	 	Counterparts; Electronic Execution	  	 	82	  
			
	 17.8.
	 	Revival and Reinstatement of Obligations; Certain Waivers	  	 	82	  
			
	 17.9.
	 	Confidentiality	  	 	83	  
			
	 17.10.
	 	Survival	  	 	85	  
			
	 17.11.
	 	Patriot Act	  	 	85	  
			
	 17.12.
	 	Integration	  	 	85	  
			
	 17.13.
	 	Parent as Agent for Borrowers	  	 	85	  


  
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 EXHIBITS AND SCHEDULES 

 

					
	Exhibit A-1	  	Form of Assignment and Acceptance	  	
	Exhibit B-1	  	Form of Borrowing Base Certificate	  	
	Exhibit C-1	  	Form of Compliance Certificate	  	
	Exhibit L-1	  	Form of LIBOR Notice	  	
	Exhibit P-1	  	Form of Perfection Certificate	  	
	Schedule A-1	  	Agent’s Account	  	
	Schedule A-2	  	Authorized Persons	  	
	Schedule C-1	  	Commitments	  	
	Schedule D-1	  	Designated Account	  	
	Schedule P-1	  	Permitted Investments	  	
	Schedule P-2	  	Permitted Liens	  	
	Schedule 3.1	  	Conditions Precedent	  	
	Schedule 3.6	  	Conditions Subsequent	  	
	Schedule 4.1(b)	  	Capitalization of Borrowers	  	
	Schedule 4.1(c)	  	Capitalization of Borrowers’ Subsidiaries	  	
	Schedule 4.1(d)	  	Subscriptions, Options, Warrants, Calls	  	
	Schedule 4.6	  	Litigation	  	
	Schedule 4.11	  	Environmental Matters	  	
	Schedule 4.14	  	Permitted Indebtedness	  	
	Schedule 4.24	  	Location of Inventory	  	
	Schedule 5.1	  	Financial Statements, Reports, Certificates	  	
	Schedule 5.2	  	Collateral Reporting	  	
	Schedule 6.5	  	Nature of Business	  	


  
 -vi- 








 AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of April 1, 2014, by and
among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity,
“Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), POWER SOLUTIONS INTERNATIONAL, INC., a
Delaware corporation (“Parent”), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”), and the other Persons from time to time party hereto as borrowers (such Persons together with Parent and PPPI, are
referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). 

WHEREAS, certain of the Borrowers, Agent and the Original Lenders are party to the Original Credit Agreement dated as of the Original
Closing Date; 
 WHEREAS, the parties to the Original Credit Agreement desire to amend and restate the Original Credit Agreement in
its entirety pursuant to this Agreement and the parties to this Agreement not parties to the Original Credit Agreement desire to become parties to this Agreement by their execution of this Agreement; 

The parties agree as follows: 
  

	1.	DEFINITIONS AND CONSTRUCTION. 

 1.1. Definitions. Capitalized terms used in
this Agreement shall have the meanings specified therefor on Schedule 1.1. 
 1.2. Accounting Terms. All accounting
terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring
after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change
with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed
upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used 







 
herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related
definition, it shall be understood to mean Parent and its Subsidiaries that are Loan Parties on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial
statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or Accounting Standards
Codification 825) (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or
reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a
going concern or concerning the scope of the audit 
 1.3. Code. Any terms used in this Agreement that are defined in the Code
shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the
definition of such term contained in Article 9 of the Code shall govern. 
 1.4. Construction. Unless the context of this
Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term
“or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection,
clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount
of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether
demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement
obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the
receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior 

  
 -2- 








 
to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys
fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other
outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than
(i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to
be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments
of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a
Record. 
 1.5. Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise,
all references to time of day refer to Central standard time or Central daylight saving time, as in effect in Chicago, Illinois on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the
word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided that, with respect to a computation of fees or interest payable to Agent or any
Lender, such period shall in any event consist of at least one full day. 
 1.6. Schedules and Exhibits. All of the schedules
and exhibits attached to this Agreement shall be deemed incorporated herein by reference. 
 1.7. Effect of Amendment and Restatement;
No Novation; Release. Upon the effectiveness of this Agreement, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Original Obligations outstanding on the Closing Date shall continue in full
force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Original Obligations. Such Original Obligations, together with any and all additional Obligations incurred by
Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in
the Loan Documents. Borrowers hereby reaffirm their obligations, liabilities, grants of security interests, pledges and the validity of all covenants by them contained in any and all Loan Documents, as amended, supplemented or otherwise modified by
this Agreement and by the other Loan Documents delivered on the Closing Date. Any and all references in any Loan Documents to the Original Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Agent and
Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, Parent and each Borrower, on behalf of itself and its successors, assigns, and
other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, Issuing Bank and Lenders, and their successors and assigns, and their present and former


  
 -3- 








 
shareholders, directors, officers, attorneys, employees, agents and other representatives (Agent, Issuing Bank, each Lender and all such other Persons being hereinafter referred to collectively
as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of
set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now
or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date hereof pursuant to or arising out of the Original Credit Agreement, other
Loan Documents or transactions directly related thereto between any Loan Party and the Releasees. PPPI is hereby joined to this Agreement as a Borrower, and PPPI hereby agrees to be bound by the terms and conditions (including without limitation all
of the representations and warranties and covenants) to which a Borrower is a party as a Borrower under this Agreement. In furtherance of the preceding sentence, without limiting any provision of any Loan Document to which PPPI is now becoming a
party as a Borrower, and in accordance with the terms of the Loan Documents, PPPI agrees to be jointly and severally liable with each other Borrower for all Obligations. 
  

	2.	LOANS AND TERMS OF PAYMENT. 

 2.1. Revolving Loans. 

(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not
jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: 

 

	 	(i)	such Lender’s Revolver Commitment, or 

  

	 	(ii)	such Lender’s Pro Rata Share of an amount equal to the lesser of: 

 (A) the amount equal
to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and 

(B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by
Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. 

(b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement,
reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or,
if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. 

  
 -4- 








 (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have
the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum
Revolver Amount (including, to the extent provided in Section 2.4(f)(v), the SBA Reserve). The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to
the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained. 

2.2. Term Loan. Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan
Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The principal of
the Term Loan shall be repaid in payments of $138,888.89 on the first day of each month, commencing with June 1, 2014. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the
earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest
on, and other amounts payable in respect of the Term Loan shall constitute Obligations hereunder. 
 2.3. Borrowing Procedures and
Settlements. 
 (a) Procedure for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an
Authorized Person delivered to Agent and received by Agent no later than 12:00 p.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, and (ii) on the Business Day that is 1 Business Day
prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole
discretion, elect to accept as timely requests that are received later than 12:00 p.m. on the applicable Business Day. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent
telephonic notice of such request by the required time. In such circumstances, Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such
written confirmation shall not affect the validity of the request. 
 (b) Making of Swing Loans. In the case of a request for a
Revolving Loan and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing
Loan does not exceed $7,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant
to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring
immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3)


  
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applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of
Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3
will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the
applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and
Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. 
 (c) Making of
Revolving Loans. 
 (i) In the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for
a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that is 1
Business Day prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is 1 Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata
Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 12:00 p.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such
Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account;
provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Section 3 will
not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date. 

(ii) Unless Agent receives notice from a Lender prior to 11:30 a.m. on the Business Day that is the requested Funding Date relative to a
requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of
the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available
to Borrowers a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrowers
such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 12:00 p.m. on
the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender
shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when 

  
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required hereby and if Agent has made available to Borrowers such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting
Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount
that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Revolving Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day
following the Funding Date, Agent will notify Borrowers of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing. 
 (d)
Protective Advances and Optional Overadvances. 
 (i) Any contrary provision of this Agreement or any other Loan Document
notwithstanding, but subject to Section 2.3(d)(iv), at any time after the occurrence and during the continuance of an Event of Default, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole
discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion
thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective
Advances”). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed $7,500,000. 

(ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), the
Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers
notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $7,500,000, and (B) after
giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains
actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any
(or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its
value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall
be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver
Commitment objects to the proposed terms of reduction or repayment of 

  
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any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the
Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.4(e)(1). Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in
Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under
this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses. 

(iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan
hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances
shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d)
are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way. 

(iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) no Extraordinary Advance may be
made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount; and (B) to the extent that the making of any
Extraordinary Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, such portion of such Extraordinary Advance shall be for Agent’s sole and separate account and not for the account of any Lender and shall be
entitled to priority in repayment in accordance with Section 2.4(b). 
 (e) Settlement. It is agreed that each
Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders
agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the Swing Loans, and the
Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: 
 (i) Agent shall request
settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for
itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Borrowers’ or any other Loan Party’s payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other
similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”).
Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Swing Loans, and 

  
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Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the
Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a
Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon
receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary
Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer
in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary
Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing
Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to
the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. 

(ii) In determining whether a Lender’s balance of the Revolving Loans, Swing Loans, and Extraordinary Advances is less than, equal to, or
greater than such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received
in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. 

(iii) Between Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing
Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans.
Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be
applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Loan Parties received since the then immediately preceding
Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay
to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such
amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. 

  
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During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than
Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable. 

(iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent
shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g). 

(f) Notation. Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the
Revolving Loans (and portion of the Term Loan, as applicable), owing to each Lender, including the Swing Loans owing to Swing Lender, and Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and such
register shall, absent manifest error, conclusively be presumed to be correct and accurate. 
 (g) Defaulting Lenders.

 (i) Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any
payments made by Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent
shall transfer any such payments (A) first, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (B) second, to Issuing Bank, to the
extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the
extent that such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent
and may be made available to be re-advanced to or for the benefit of Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2) as if such Defaulting Lender had made its portion of Revolving Loans
(or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(ii). Subject to the
foregoing, Agent may hold and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of
voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender
shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii).
The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Bank, and Borrowers shall have waived,
in writing, the application of this Section 2.3(g) to such 

  
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Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender
in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred
and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrowers). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the
Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to
Agent, Issuing Bank, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and
shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the
arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that
it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other
amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Defaulting Lender shall not
be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority
provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent
possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern. 

(ii) If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then: 

(A) such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in
accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Revolving Loan Exposures plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not
exceed the total of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time; 

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day
following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) and (y) second, cash collateralize such Defaulting
Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form 

  
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and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any
Defaulting Lender’s Letter of Credit Exposure if such Defaulting Lender is also the Issuing Bank; 
 (C) if Borrowers cash
collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii), Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender
pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized; 

(D) to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii),
then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Letter of Credit Exposure; 

(E) to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this
Section 2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under
Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to the Issuing Bank until such portion of such Defaulting Lender’s Letter of Credit Exposure is cash collateralized or
reallocated; 
 (F) so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and the
Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s Pro Rata Share of such Swing Loans or Letter of Credit can not be reallocated pursuant to this
Section 2.3(g)(ii) or (y) the Swing Lender or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Bank, as applicable, and Borrowers to eliminate the Swing
Lender’s or Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Swing Loans or Letters of Credit; and 

(G) Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to the Issuing Bank and the
Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement that is not reimbursed by Borrowers pursuant to Section 2.11(d). 

(h) Independent Obligations. All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by the Lenders
contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit)
hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse
any other Lender from its obligations hereunder. 

  
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 2.4. Payments; Reductions of Commitments; Prepayments. 

(a) Payments by Borrowers. 

(i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the
Lender Group and shall be made in immediately available funds, no later than 3:30 p.m. on the date specified herein. Any payment received by Agent later than 3:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion,
elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. 

(ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make
such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on
demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. 

(b) Apportionment and Application. 

(i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders,
all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and
expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of Issuing Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or
Obligation to which a particular fee or expense relates. Subject to Section 2.4(b)(iv), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrowers shall be remitted to Agent and all
such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of
the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. 

(ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: 

  
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 (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or
indemnities then due to Agent under the Loan Documents, until paid in full, 
 (B) second, to pay any fees or premiums then due to
Agent under the Loan Documents until paid in full, 
 (C) third, to pay interest due in respect of all Protective Advances until paid
in full, 
 (D) fourth, to pay the principal of all Protective Advances until paid in full, 

(E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the
Lenders under the Loan Documents, until paid in full, 
 (F) sixth, ratably, to pay any fees or premiums then due to any of the
Lenders under the Loan Documents until paid in full, 
 (G) seventh, to pay interest accrued in respect of the Swing Loans until paid
in full, 
 (H) eighth, to pay the principal of all Swing Loans until paid in full, 

(I) ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances) and the Term Loan until
paid in full, 
 (J) tenth, ratably 

i. ratably, to pay the principal of all Revolving Loans and the Term Loan until paid in full, 

ii. to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation
to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be
applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted
by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof), 
 iii. ratably, up
to the amount (after taking into account any amounts previously paid pursuant to this clause iii. during the continuation of the applicable Application Event) of the most recently established Bank Product Reserve to (y) the Bank Product
Providers based upon amounts then certified by the applicable Bank Product Provider to 

  
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Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations, and (z) with any balance to be paid to Agent,
to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or
reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations
are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof, 

(K) eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders, 

(L) twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and 

(M) thirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. 

(iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such
funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e). 
 (iv) In each instance,
so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or
prepayable) under any provision of this Agreement or any other Loan Document. 
 (v) For purposes of Section 2.4(b)(ii),
“paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default
interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. 

(vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in
this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise,
then the terms and provisions of this Section 2.4 shall control and govern. 

  
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 (c) Reduction of Commitments.  

(i) Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. Borrowers may reduce the Revolver
Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been
given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an
amount which is not less than $10,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $40,000,000), shall be made by providing not
less than 10 Business Days prior written notice to Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender
proportionately in accordance with its ratable share thereof. 
 (ii) Term Loan Commitments. The Term Loan Commitments
shall terminate upon the making of the Term Loan. 
 (d) Optional Prepayments.  

(i) Revolving Loans. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium
or penalty. 
 (ii) Term Loan. At any time after June 30, 2014, Borrowers may, upon at least 10 Business Days prior
written notice to Agent, prepay the principal of the Term Loan, in whole or in part. Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the
amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an
installment). 
 (e) Mandatory Prepayments. 

(i) Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the Borrowing Base reflected in the
Borrowing Base Certificate most recently delivered by Borrowers to Agent, then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess. 

(ii) Dispositions. Within 1 Business Day of the date of receipt by Loan Parties of the Net Cash Proceeds of any voluntary or
involuntary sale or disposition by Loan Parties of assets (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l),
(m), or (n) of the definition of Permitted Dispositions and (B) so long as the Fixed Asset Sub-Line Amount is greater than zero, sales or dispositions of any assets that constitute Eligible Equipment), Borrowers shall prepay the
outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in


  
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connection with such sales or dispositions; provided that (x) no prepayment shall be due under this clause (ii) as a result of the sale or disposition of any assets that do not
constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such
Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or
construction of other assets useful in the business of Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Loan Parties complete such replacement, purchase, or
construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition
shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to
the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to
Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of
$2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4. 

(iii) Indebtedness. Within 1 Business Day of the date of incurrence by any Loan Party of any Indebtedness (other than Permitted
Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such
incurrence. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement. 

(iv) Dispositions of Eligible Equipment. So long as the Fixed Asset Sub-Line Amount is greater than zero, within 1 Business Day
of the date of receipt by any Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party of Eligible Equipment (including casualty losses or condemnations but excluding sales or dispositions which
qualify as Permitted Dispositions under clauses (e) or (n) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iii) in an
amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions. Nothing contained in this Section 2.4(e)(iv) shall permit
any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.  
 (v) Receipt
of Escrow Proceeds. Within one Business Day of the receipt by any Loan Party of all or any portion of the SBA Payoff Amount (as defined in the PPPI Acquisition Agreement) pursuant to Section 2.5(e) of the PPPI Acquisition Agreement, Borrowers
shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iv) in an amount equal to 100% of the amount received by any such Loan Party. 

(f) Application of Payments. 

(i) Each prepayment pursuant to Section 2.4(e)(i) shall, (A) so long as no Application Event shall have occurred and be
continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage, and


  
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third, to the outstanding principal amount of the Term Loan until paid in full, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in
Section 2.4(b)(ii). Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the
Maturity Date shall constitute an installment). 
 (ii) Each prepayment pursuant to Section 2.4(e)(ii) or 2.4(e)(iii)
shall (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Term Loan until paid in full, second, to the outstanding principal amount of the Revolving Loans
(with a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and third, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage (without a corresponding
permanent reduction in the Maximum Revolver Amount), and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii). Each such prepayment of the Term Loan shall be
applied against the remaining installments of principal of the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment). 

(iii) Each prepayment pursuant to Section 2.4(e)(iv) shall (A) so long as no Application Event shall have occurred and be
continuing, be applied, first, to the outstanding principal amount of the Revolving Loans (without a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, second, to cash collateralize the Letters of Credit in an
amount equal to 105% of the then outstanding Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and third, to the outstanding principal amount of the Term Loan until paid in full, and (B) if an
Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii). In addition, in connection with each such prepayment pursuant to Section 2.4(e)(iv), the Fixed Asset Sub-Line
Amount shall be reduced in an amount equal to the greater of (1) 85% of the Net Orderly Liquidation Value of the Eligible Equipment sold or disposed of that results in such prepayment and (2) the Net Cash Proceeds of the Eligible Equipment
sold or disposed of that results in such prepayment; provided, that with respect to such reduction, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower
shall have given Agent prior written notice of such Borrower’s intention to apply the monies received from the sale or disposition of Eligible Equipment that resulted in such prepayment to the purchase of other Equipment that will constitute
Eligible Equipment upon receipt of an appraisal to determine the Net Orderly Liquidation Value thereof, (C) Loan Parties complete such purchase within 180 days after the initial receipt of such monies, and (D) such Borrower provides to
Agent a certificate certifying compliance with clauses (A) through (C) above, the Fixed Asset Sub-Line Amount shall, upon receipt of an appraisal to determine the Net Orderly Liquidation Value of the Equipment acquired pursuant to this
clause (iii), be increased by the lesser of (1) 85% of the Net Orderly Liquidation Value of the Eligible Equipment acquired pursuant to the proviso of this clause (iii) and (2) the aggregate amount of reduction of the Fixed Asset
Sub-Line Amount resulting from such prepayment. 
 (iv) Each prepayment pursuant to Section 2.4(b)(v) shall be applied to the
outstanding principal amount of the Revolving Loans, and Agent shall establish a reserve against the Borrowing Base and Maximum Revolver Amount equal to the amount of such prepayment (the “SBA Reserve”). So long as no Event of
Default has occurred and is continuing, the amount of the SBA Reserve shall be reduced upon any payment by PPPI of the SBA Indebtedness after the Closing Date to an amount equal to the outstanding amount of the SBA Indebtedness after giving effect
to such payment. 

  
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 2.5. Promise to Pay; Promissory Notes. 

(a) Borrowers agree to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the
applicable Lender Group Expenses were first incurred or (ii) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to
the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees,
costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement.
Borrowers agree that their obligations contained in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations. 

(b) Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more promissory notes. In such
event, Borrowers shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender in a form furnished by Agent and reasonably satisfactory to Borrowers. Thereafter, the portion of the Commitments and Loans
evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein. 

2.6. Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations. 

(a) Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit) that
have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows: 
 (i) if the relevant Obligation
is a LIBOR Rate Loan (other than the Term Loan), at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and 
 (ii) if the
relevant Obligation is a Base Rate Loan that is a Term Loan, at a per annum rate equal to the Base Rate plus the Base Rate Term Loan Margin, 

(iii) if the relevant Obligation is a LIBOR Rate Loan that is a Term Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate
Term Loan Margin, and 
 (iv) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin. 

(b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee
(the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR
Rate Margin times the undrawn amount of all outstanding Letters of Credit. 

  
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 (c) Default Rate. Upon the occurrence and during the continuation of an Event of
Default and at the election of Agent or the Required Lenders, 
 (i) all Obligations (except for undrawn Letters of Credit) that have
been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and 

(ii) the Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder. 

(d) Payment. Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or
Section 2.12(a), (i) all interest, all Letter of Credit Fees and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month and (ii) all costs
and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of (x) the first day of the month following the date on which the applicable costs, expenses, or
Lender Group Expenses were first incurred or (y) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the
provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge to the Loan
Account (A) on the first day of each month, all interest accrued during the prior month on the Revolving Loans or the Term Loan hereunder, (B) on the first day of each month, all Letter of Credit Fees accrued or chargeable hereunder during
the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10 (a) or (c), (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to
Section 2.10(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, the fronting fees and all commissions, other fees, charges and
expenses provided for in Section 2.11(k), (G) as and when incurred or accrued, all other Lender Group Expenses, and (H) as and when due and payable all other payment obligations payable under any Loan Document or any Bank
Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other
Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving
Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement). 

(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day
year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate
automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate. 

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

2.7. Crediting Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on
account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when
presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if
it is received into Agent’s Account on a Business Day on or before 3:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 3:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to
credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day. 

2.8. Designated Account. Agent is authorized to make the Revolving Loans and the Term Loan, and Issuing Bank is
authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, in the case of Agent making Revolving Loans, without instructions, if pursuant
to Section 2.6(d). Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent or the Lenders
hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account. 

2.9. Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of
Borrowers (the “Loan Account”) on which Borrowers will be charged with the Term Loan, all Revolving Loans (including Extraordinary Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for
Borrowers’ account, the Letters of Credit issued or arranged by Issuing Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and
Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shall make available to Borrowers monthly statements
regarding the Loan Account, including the principal amount of the Term Loan and the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and
expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such 

  
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statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after
Agent first makes such a statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in such statement. 

2.10. Fees. 

(a) Agent Fees. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee
Letter, the fees set forth in the Fee Letter. 
 (b) Unused Line Fee. Borrowers shall pay to Agent, for the ratable
account of the Revolving Lenders, an unused line fee (the “Unused Line Fee”) in an amount equal to 0.25% per annum times the result of (i) the aggregate amount of the Revolver Commitments, less (ii) the average amount
of the Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on
which the Obligations are paid in full and on the date on which the Obligations are paid in full. 
 (c) Field Examination
and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including
travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person,
plus out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of Loan Parties, to establish electronic collateral reporting systems, to appraise the
Collateral, or any portion thereof, or to assess Loan Parties’ business valuation; provided, that so long as no Event of Default shall have occurred and be continuing, (i) Borrowers shall not be obligated to reimburse Agent for more
than 2 field examinations during any calendar year, or more than 1 appraisal of the Collateral during any calendar year and (ii) such fees for field examinations shall not exceed $25,000 during any calendar year plus out-of-pocket expenses for
such field examinations. 
 2.11. Letters of Credit. 

(a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity
Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the
requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by an Authorized Person and delivered to
Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and
substance reasonably satisfactory to Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration
date of 

  
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such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an
amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer
Documents as Agent or Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in similar circumstances. Bank’s
records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of Loan Parties in
respect of (x) a lease of real property to the extent that the face amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contract
to the extent that the face amount of such Letter of Credit exceeds the highest compensation payable under such contract for a period of one year. 

(b) Issuing Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested
issuance: 
 (i) the Letter of Credit Usage would exceed $5,000,000, or 

(ii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans (including Swing
Loans), or 
 (iii) the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the
Revolving Loans (inclusive of Swing Loans) at such time. 
 (c) In the event there is a Defaulting Lender as of the date of any request for
the issuance of a Letter of Credit, the Issuing Bank shall not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit may not be
reallocated pursuant to Section 2.3(g)(ii), or (ii) the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate the Issuing Bank’s risk with respect to the participation
in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing Bank
shall have no obligation to issue a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or any
law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters
of credit generally or such Letter of Credit in particular, or (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally. 

(d) Any Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately
following the Business Day on which such Issuing Bank issued any Letter of Credit; provided that (i) until Agent advises any 

  
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such Issuing Bank that the provisions of Section 3.2 are not satisfied, or (ii) unless the aggregate amount of the Letters of Credit issued in any such week exceeds such amount
as shall be agreed by Agent and such Issuing Bank, such Issuing Bank shall be required to so notify Agent in writing only once each week of the Letters of Credit issued by such Issuing Bank during the immediately preceding week as well as the daily
amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Bank may agree. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Bank, including the
requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the Business Day
such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy
any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder,
Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt by Agent of any payment from
Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Bank, then to such Revolving Lenders
and Issuing Bank as their interests may appear. 
 (e) Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to
Section 2.11(d), each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a
Revolving Loan and Agent shall promptly pay to Issuing Bank the amounts so received by it from the Revolving Lenders. By the issuance of a Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action
on the part of Issuing Bank or the Revolving Lenders, Issuing Bank shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing
Bank, in an amount equal to its Pro Rata Share of such Letter of Credit, and each such Revolving Lender agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of any Letter of Credit Disbursement made by
Issuing Bank under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Revolving
Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Bank and not reimbursed by Borrowers on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or
that Agent or Issuing Bank elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Bank, an amount equal to
its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of
Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Revolving Lender fails to make available to Agent the amount of such Revolving Lender’s Pro Rata Share of a Letter of Credit Disbursement
as provided in this Section, such Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at
the Defaulting Lender Rate until paid in full. 

  
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 (f) Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group
(including Issuing Bank and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including Issuing Bank, a “Letter of Credit Related
Person”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of
attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought),
which may be incurred by or awarded against any such Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16) (the “Letter of Credit Indemnified Costs”), and which arise out of or in
connection with, or as a result of: 
 (i) any Letter of Credit or any pre-advice of its issuance; 

(ii) any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any such Letter of Credit Related
Person in connection with any Letter of Credit; 
 (iii) any action or proceeding arising out of, or in connection with, any Letter of
Credit (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation
under, any Letter of Credit; 
 (iv) any independent undertakings issued by the beneficiary of any Letter of Credit; 

(v) any unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit or
error in computer or electronic transmission; 
 (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified
or compensated; 
 (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee
of Letter of Credit proceeds or holder of an instrument or document; 
 (viii) the fraud, forgery or illegal action of parties other than
the Letter of Credit Related Person; 
 (ix) Issuing Bank’s performance of the obligations of a confirming institution or entity that
wrongfully dishonors a confirmation; or 

  
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 (x) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de
facto governmental or regulatory authority or cause or event beyond the control of the Letter of Credit Related Person; 
 in each case, including that
resulting from the Letter of Credit Related Person’s own negligence; provided, however, that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through
(x) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of
the Letter of Credit Related Person claiming indemnity. Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section 2.11(f). If and to the extent
that the obligations of Borrowers under this Section 2.11(f) are unenforceable for any reason, Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This
indemnification provision shall survive termination of this Agreement and all Letters of Credit. 
 (g) The liability of Issuing Bank (or any
other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by Borrowers
that are caused directly by Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter
of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit. Issuing Bank
shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. Borrowers’ aggregate remedies against Issuing
Bank and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers to Issuing Bank in
respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate then applicable to Base Rate Loans hereunder. Borrowers shall take action to avoid and mitigate the amount of
any damages claimed against Issuing Bank or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers under or in connection with any Letter of Credit
shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrowers as a result of the breach or alleged wrongful conduct complained of; and (y) the amount (if any) of the loss that would have been avoided had
Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing Issuing Bank to effect a cure. 

(h) Borrowers are responsible for preparing or approving the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any
assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by Borrowers. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’
purposes. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Bank, in its sole and 

  
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absolute discretion, may give notice of nonrenewal of such Letter of Credit and, if Borrowers do not at any time want such Letter of Credit to be renewed, Borrowers will so notify Agent and
Issuing Bank at least 15 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such Letter of Credit. 

(i) Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and
shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including: 
 (i) any
lack of validity, enforceability or legal effect of any Letter of Credit or this Agreement or any term or provision therein or herein; 

(ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in
part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a
transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit; 
 (iii) Issuing Bank or
any of its branches or Affiliates being the beneficiary of any Letter of Credit; 
 (iv) Issuing Bank or any correspondent honoring a
drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit; 

(v) the existence of any claim, set-off, defense or other right that any Loan Party may have at any time against any beneficiary, any assignee
of proceeds, Issuing Bank or any other Person; 
 (vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of
the foregoing that might, but for this Section 2.11(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any other Loan Party’s reimbursement and other payment
obligations and liabilities, arising under, or in connection with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or 

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

provided, however, that subject to Section 2.11(g) above, the foregoing shall not release Issuing Bank from such liability to
Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment
obligations, of Borrowers to Issuing Bank arising under, or in connection with, this Section 2.11 or any Letter of Credit. 

  
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 (j) Without limiting any other provision of this Agreement, Issuing Bank and each other Letter of
Credit Related Person (if applicable) shall not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of Borrowers to reimburse Issuing Bank for each drawing under each Letter of Credit
shall not be impaired by: 
 (i) honor of a presentation under any Letter of Credit that on its face substantially complies with the terms
and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary; 
 (ii) honor of a
presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or
(B) under a new name of the beneficiary; 
 (iii) acceptance as a draft of any written or electronic demand or request for payment
under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; 

(iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any
Drawing Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit); 

(v) acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith
believes to have been given by a Person authorized to give such instruction or request; 
 (vi) any errors, omissions, interruptions or
delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to Borrowers; 

(vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach
of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates; 

(viii) assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any
requirement that any Drawing Document be presented to it at a particular hour or place; 
 (ix) payment to any paying or negotiating bank
(designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it; 

  
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 (x) acting or failing to act as required or permitted under Standard Letter of Credit Practice
applicable to where Issuing Bank has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be; 
 (xi) honor of a
presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines
such presentation should have been honored; 
 (xii) dishonor of any presentation that does not strictly comply or that is fraudulent,
forged or otherwise not entitled to honor; or 
 (xiii) honor of a presentation that is subsequently determined by Issuing Bank to have been
made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons. 

(k) Borrowers shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges (it
being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this
Section 2.11(k)): (i) a fronting fee which shall be imposed by Issuing Bank upon the issuance of each Letter of Credit of .250% per annum of the face amount thereof, plus (ii) any and all other customary
commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any
Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals or cancellations). 

(l) If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any
direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

 (i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused
to be issued hereunder or hereby, or 
 (ii) there shall be imposed on Issuing Bank or any other member of the Lender Group any other
condition regarding any Letter of Credit, 
 and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Bank or any other
member of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the
additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Bank or any other member of the
Lender Group for such additional cost or reduced receipt, 

  
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together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrowers
shall not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and
(B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant
to this Section 2.11(l), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

 (m) Unless otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP and
the UCP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. 

(n) In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer
Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of this Section 2.11 shall control and govern. 
 2.12. LIBOR Option. 

(a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the
option, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans or the Term Loan be charged (whether at the time when made (unless otherwise provided herein),
upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of
(i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month
intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date
on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate
Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers
no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate. 
 (b) LIBOR
Election. 
 (i) Borrowers may, at any time and from time to time, so long as Borrowers have not received a notice from Agent (which
notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in 

  
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which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default, to terminate the right of Borrowers to exercise the LIBOR Option during
the continuance of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. at least 1 Business Day prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of
Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR
Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent
shall provide a copy thereof to each of the affected Lenders. 
 (ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers. In
connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of
any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable
thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of
Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall
pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result in a Funding
Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable
LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any
resulting Funding Losses. 
 (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 5 LIBOR Rate
Loans in effect at any given time. Borrowers may only exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000. 
 (c)
Conversion. Borrowers may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable
thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early termination of the term of
this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in
accordance with Section 2.12(b)(ii). 

  
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 (d) Special Provisions Applicable to LIBOR Rate. 

(i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law
(including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of
funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender
and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR
Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)). 

(ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion
of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed
circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be
deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be
entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so. 
 (e) No
Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any
Obligation as to which interest accrues at the LIBOR Rate. 
 2.13. Capital Requirements. 

(a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital or reserve requirements
for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy
(whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital as a consequence of Issuing Bank’s or such Lender’s commitments hereunder
to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then
existing policies with respect to capital adequacy and assuming the full 

  
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utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following
receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender
of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent
manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not
constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return
incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further
that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

(b) If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or
Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (such Issuing Bank or Lender, an “Affected Lender”), then such
Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such
Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or would eliminate the illegality or
impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be
materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender
does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to
Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under
Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under
Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may designate a different Issuing Bank or
substitute a Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s commitments hereunder (a “Replacement Lender”), and if such Replacement
Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be “Issuing
Bank” or a “Lender” (as the case may be) for purposes of this Agreement and such Affected Lender shall cease to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement. 

  
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 (c) Notwithstanding anything herein to the contrary, the protection of Sections 2.11(l),
2.12(d), and 2.13 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty
or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing Bank nor any
Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under
comparable provisions of other credit agreements, if any. 
 2.14. Accordion. 

(a) At any time during the period from and after the Closing Date through but excluding the Maturity Date, at the option of Borrowers (but
subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount
not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver
Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may
invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $10,000,000 and integral multiples of $5,000,000 in excess
thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it
is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $25,000,000. 
 (b)
Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: 

(i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and
Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably
satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, 
 (ii) each of the conditions
precedent set forth in Section 3.2 are satisfied, and 

  
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 (iii) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing
to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to
the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments, (the date of the effectiveness of the
increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the
Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any
amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to
the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher,
the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of
any action by any party hereto. 
 (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan
Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. 

(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall
assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver
Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases,
such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver
Commitments. 
 (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this
Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the
foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests
granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount. 

  
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 2.15. Joint and Several Liability of Borrowers. 

(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the
Obligations. 
 (b) Each Borrower, 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 (including any Obligations arising under this Section 2.15), it being the intention of the parties
hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. 

(c) If and to the extent that any Borrower 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 until such time as all of the Obligations are paid in full. 

(d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full
recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this
Section 2.15(d)) or any other circumstances whatsoever. 
 (e) Except as otherwise expressly provided in this Agreement, each
Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any
demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent
permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in 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 payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders 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 Agent or Lenders 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 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 Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations,
including, without limitation, any failure strictly or diligently to assert any right or 

  
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to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating,
discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the
Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be
diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. 

(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers
and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the
terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or
nonperformance of the Obligations. 
 (g) The provisions of this Section 2.15 are made for the benefit of Agent, each member of
the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part
of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies
available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect
until all of 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 Agent or
any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made. 

(h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with
respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the
Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby
expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in
cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. 

  
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 (i) Each Borrower hereby agrees that after the occurrence and during the continuance of any
Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the
foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such
amounts to Agent for application to the Obligations in accordance with Section 2.4(b). 
 (j) Keepwell. Each Qualified ECP
Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower to guaranty and otherwise honor all Obligations in respect
of Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.15(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 2.15(j), or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this
Section shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Guarantor intends that this Section 2.15(j) constitute, and this Section 2.15(j) shall be deemed to constitute, a
“keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
  

	3.	CONDITIONS; TERM OF AGREEMENT. 

 3.1. Conditions Precedent to the Initial Extension
of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on
Schedule 3.1 (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent). 

3.2. Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any
Revolving Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: 

(a) the representations and warranties of Loan Parties contained in this Agreement or in the other Loan Documents shall be true and correct in
all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit,
as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and 

  
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 (b) no Default or Event of Default shall have occurred and be continuing on the date of such
extension of credit, nor shall either result from the making thereof. 
 3.3. Maturity. This Agreement shall continue in full
force and effect for a term ending on the Maturity Date. 
 3.4. Effect of Maturity. On the Maturity Date, all commitments of
the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations in
full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any
other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated. When all of the Obligations have
been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien
releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and
liens previously filed by Agent. 
 3.5. Early Termination by Borrowers. Borrowers have the option, at any time upon 10
Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full. The foregoing notwithstanding, (a) Borrowers may rescind termination notices
relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which case, a new notice
shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed). 

3.6. Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or
otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 (the failure by Borrowers to so perform or cause to be performed such
conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).

  

	4.	REPRESENTATIONS AND WARRANTIES. 

 In order to induce the Lender Group to enter into this
Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in 

  
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all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations
and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement: 

4.1. Due Organization and Qualification; Subsidiaries. 

(a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization,
(ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to
carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. 

(b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions
permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower (other than Parent), by class, and, as of the Closing Date, a description of the number of shares of each such class that are
issued and outstanding. Except as set forth on Schedule 4.1(b), no Borrower is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible
into or exchangeable for any of its Equity Interests. 
 (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time
to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and
preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each
such Subsidiary has been validly issued and is fully paid and non-assessable. 
 (d) Except as set forth on Schedule 4.1(d), there are
no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. 

4.2. Due Authorization; No Conflict. 

(a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been
duly authorized by all necessary action on the part of such Loan Party. 

  
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 (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the
Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party where any such violation could individually or in the aggregate reasonably
be expected to have a Material Adverse Effect, (ii) violate the Governing Documents of any Loan Party, (iii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party where any such
violation could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iv) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material
agreement of any Loan Party where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien of any
nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (vi) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan
Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate
reasonably be expected to cause a Material Adverse Effect. 
 4.3. Governmental Consents. The execution, delivery, and
performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or
notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with
respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date. 
 4.4.
Binding Obligations; Perfected Liens. 
 (a) Each Loan Document has been duly executed and delivered by each Loan Party
that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. 
 (b) Agent’s Liens
are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims
(other than those that, by the terms of the Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Security
Agreement, and subject only to the filing of financing statements, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens,
or the interests of lessors under Capital Leases. 

  
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 4.5. Title to Assets; No Encumbrances. Each of the Loan Parties has (a) good,
sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all
other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the
extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens. 
 4.6. Litigation. 

(a) There are no actions, suits, or proceedings pending or, to the knowledge of any Borrower, after due inquiry, threatened in writing against
a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect. 

(b) Schedule 4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with
asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $500,000 that, as of the Closing Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened against a Loan Party
or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date,
with respect to such actions, suits, or proceedings, and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance. 

4.7. Compliance with Laws. No Loan Party nor any of its Wholly-owned Subsidiaries (a) is in violation of any applicable
laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to
any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 
 4.8. No Material Adverse Effect. All
historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the
period then ended. Since December 31, 2012, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries. 

4.9. Solvency. 

(a) The Loan Parties on a consolidated basis are Solvent. 

(b) No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the
transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party. 

  
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 4.10. Employee Benefits. No Loan Party nor any of their ERISA Affiliates maintains
or contributes to any Benefit Plan. 
 4.11. Environmental Condition. Except as set forth on Schedule 4.11,
(a) except for De Minimus Amounts, to each Borrower’s knowledge, no Loan Party’s nor any of its Wholly-owned Subsidiaries’ properties or assets has ever been used by a Loan Party, its Wholly-owned Subsidiaries, or by previous
owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material
respect, of any applicable Environmental Law, (b) except for De Minimus Amounts, to each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Wholly-owned Subsidiaries’ properties or assets has ever been
designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) except for De Minimus Amounts, no Loan Party nor any of its Wholly-owned Subsidiaries has received notice that a
Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Wholly-owned Subsidiaries, and (d) no Loan Party nor any of its Wholly-owned Subsidiaries nor any of their
respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. 
 4.12. Complete Disclosure. All factual information taken as
a whole (other than forward-looking information and projections which are qualified by the last sentence hereof, and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan
Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other
such factual information taken as a whole (other than forward-looking information and projections which are qualified by the last sentence hereof, and information of a general economic nature and general information about Borrowers’ industry)
hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on or
about January 7, 2014 and March 13, 2014 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date such Projections are
delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that
such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although
reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results
during the period or periods covered by the Projections may differ materially from projected or estimated results). 

  
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 4.13. Patriot Act. To the extent applicable, each Loan Party is in compliance, in
all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling
legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of
the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

4.14. Indebtedness. Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party
outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness
as of the Closing Date. 
 4.15. Payment of Taxes. Except as otherwise permitted under Section 5.5, all tax
returns and reports of each Loan Party and its Wholly-owned Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental
charges upon a Loan Party and its Wholly-owned Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party and each of its Wholly-owned Subsidiaries
have made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax assessment against a Loan Party or any of its Wholly-owned Subsidiaries that is not being actively contested by such
Loan Party or such Wholly-owned Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or
provided therefor. 
 4.16. Margin Stock. No Loan Party is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of
purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors. 

4.17. Governmental Regulation. No Loan Party is subject to regulation under the Federal Power Act or the Investment Company Act
of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party is a “registered investment
company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.


  
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 4.18. OFAC. No Loan Party nor any of its Subsidiaries is in violation of any of the
country or list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or
(c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any
payments to, a Sanctioned Person or a Sanctioned Entity. 
 4.19. Employee and Labor Matters. There is (i) no unfair
labor practice complaint pending or, to the knowledge of any Borrower, threatened against Loan Parties before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Loan Parties which arises out of or
under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Loan
Parties that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Loan Parties and no union
organizing activity taking place with respect to any of the employees of Loan Parties. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or
unsatisfied. The hours worked and payments made to employees of Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on
the books of Parent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 

4.20. [Intentionally Omitted]. 

4.21. Leases. Each Loan Party enjoy peaceful and undisturbed possession under all leases material to their business and to which
they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party exists under any of them. 

4.22. Eligible Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base
Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary
course of the Borrowers’ business, (b) owed to a Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding
criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts. 

  
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 4.23. Eligible Inventory. As to each item of Inventory that is identified by
Borrowers as Eligible Finished Goods Inventory, Eligible WIP Inventory, Eligible In-Transit Inventory, or Eligible Raw Materials Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable
quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Inventory (in the case of Eligible
In-Transit Inventory, after giving effect to any exclusions therefrom specified in the definition of Eligible In-Transit Inventory). 

4.24. Location of Inventory. Except as set forth on Schedule 4.24, the Inventory of Borrowers is not stored with a
bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified on Schedule 4.24 (as such Schedule may be updated pursuant to Section 5.14). 

4.25. Inventory Records. Each Loan Party keeps records which are correct and accurate in all material respects itemizing and
describing the type, quality, and quantity of its Inventory and the book value thereof. 
 4.26. Hedge Agreements. On each
date that any Hedge Agreement is executed by any Hedge Provider, each Borrower satisfies all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the
Commodity Futures Trading Commission regulations. 
  

	5.	AFFIRMATIVE COVENANTS. 

 Each Borrower covenants and agrees that, until termination of
all of the Commitments and payment in full of the Obligations: 
 5.1. Financial Statements, Reports, Certificates. Borrowers
(a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Wholly-owned Subsidiary of a
Loan Party will have a fiscal year different from that of Parent, (c) agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP, and (d) agree that they will, and will cause
each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and the other Loan Parties’ sales, and (ii) maintain their billing systems and practices
substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent. 

5.2. Reporting. Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the
reports set forth on Schedule 5.2 at the times specified therein, and (b) agree to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide
electronic reporting of each of the items set forth on such Schedule. 
 5.3. Existence. Except as otherwise permitted under
Section 6.3 or Section 6.4, each Borrower will, and will cause each of other Loan Party to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of
organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses,
accreditations, authorizations, or other approvals material to their businesses. 

  
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 5.4. Maintenance of Properties. Each Borrower will, and will cause each of other
Loan Party to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted (and
except where the failure to so maintain and preserve assets could not reasonably be expected to result in a Material Adverse Effect). 

5.5. Taxes. Each Borrower will, and will cause each of other Loan Party to, pay in full before delinquency or before the
expiration of any extension period all material governmental assessments and taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of
such governmental assessment or tax is the subject of a Permitted Protest. 
 5.6. Insurance. Each Borrower will, and will
cause each of other Loan Party to, at Borrowers’ expense, (a) maintain insurance respecting each of each Borrower’s and the other Loan Parties’ assets wherever located, covering liabilities, losses or damages as are customarily
insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent (it being agreed that, as
of the Closing Date, Chubb Group of Insurance Companies is acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any
event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance
policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory
“lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All
certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10
days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Borrower or any other Loan Party fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’
expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss
exceeding $500,000 covered by their or the other Loan Parties’ casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property
and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments
or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. 

  
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 5.7. Inspection. 

(a) Each Borrower will, and will cause each of other Loan Party to, permit Agent, any Lender, and each of their respective duly authorized
representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the
same by, its officers and employees (provided an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Event of Default
has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours. 
 (b) Each Borrower will, and
will cause each of other Loan Party to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate. 

5.8. Compliance with Laws. Each Borrower will, and will cause each of other Loan Party to, comply with the requirements of all
applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. 
 5.9. Environmental. Each Borrower will, and will cause each of other Loan Party to, 

(a) Keep any property either owned or operated by any Loan Party free of any Environmental Liens or post bonds or other financial assurances
sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, 
 (b) Comply, in all material respects, with
Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests, 
 (c) Promptly notify Agent of any
release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party and take any Remedial Actions required to abate said release or otherwise to come into
compliance, in all material respects, with applicable Environmental Law, and 
 (d) Promptly, but in any event within 5 Business Days of its
receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Loan Party, (ii) commencement of any Environmental Action
or written notice that an Environmental Action will be filed against any Loan Party, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority. 

  
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 5.10. Disclosure Updates. Each Borrower will, promptly and in no event later than 5
Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy
the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto. 

5.11. Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Wholly-owned
Subsidiary or acquires any direct or indirect Wholly-owned Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Wholly-owned
Subsidiary to provide to Agent enter into a guaranty agreement or a joinder agreement with respect to this Agreement and a joinder to the Security Agreement, together with such other security agreements, as well as appropriate financing statements,
all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Wholly-owned Subsidiary); provided,
that the joinder to the Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Wholly-owned Subsidiary of Parent that is a CFC if providing such agreements would result in adverse tax
consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the
security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging
all of the direct or beneficial ownership interest in such new Wholly-owned Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier
Subsidiary of Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing
such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed
by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the
execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. 

5.12. Further Assurances. Each Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable
request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, opinions of counsel, and all other documents (the “Additional Documents”) that Agent may
reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of each Loan Party 

  
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(whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other
Loan Documents. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request
to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing
office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by
substantially all of the assets of the Loan Parties, including all of the outstanding capital Equity Interests of each Borrower and its Subsidiaries (subject to exceptions and limitations contained in the Loan Documents). 

5.13. Lender Meetings. Parent will, within 90 days after the close of each fiscal year of Parent, at the request of Agent or of
the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed
the financial results of the previous fiscal year and the financial condition of Parent and its Subsidiaries and the projections presented for the current fiscal year of Parent. 

5.14. Location of Inventory. Each Borrower will, and will cause each other Loan Party to, keep its Inventory only at the
locations identified on Schedule 4.24 and their chief executive offices only at the locations identified on Schedule 4.6(b); provided, that Borrowers may amend Schedule 4.24 or Schedule 4.6(b) so long as such
amendment occurs by written notice to Agent not less than 10 days prior to the date on which such Inventory is moved to such new location or such chief executive office is relocated and so long as such new location is within the continental United
States. 
 5.15. Bank Products. On or before the 90th day after the Closing Date, the Loan Parties shall establish their
primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement. 

5.16. Hedge Agreements. Borrower agrees that it shall offer to Wells Fargo or one or more of its Affiliates the first
opportunity to bid for all Hedge Agreements to be entered into by any Loan Party during the term of the Agreement. 
  

	6.	NEGATIVE COVENANTS. 

 Each Borrower covenants and agrees that, until termination of all
of the Commitments and payment in full of the Obligations: 
 6.1. Indebtedness. Each Borrower will not, and will not permit
any other Loan Party to create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness. 

  
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 6.2. Liens. Each Borrower will not, and will not permit any other Loan Party to
create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens. 

6.3. Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any other Loan Party to, 

(a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or
reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party and no merger may occur between Parent and any Borrower,
(ii) any merger between a Loan Party and a Wholly-owned Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Parent that
are not Loan Parties, 
 (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the
liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Borrower so long as all of the assets (including any interest in any Equity Interests) of
such liquidating or dissolving Borrower are transferred to a Borrower that is not liquidating or dissolving, (iii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its Wholly-owned Subsidiaries so long as all
of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iv) the liquidation or dissolution of a
Subsidiary of Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary
are transferred to a Subsidiary of Parent that is not liquidating or dissolving, or 
 (c) suspend or cease operating a substantial portion
of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4. 

6.4. Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or
6.9, each Borrower will not, and will not permit any other Loan Party to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise
dispose of) any of its or their assets. 
 6.5. Nature of Business. Each Borrower will not, and will not permit any other Loan
Party to, make any change in the nature of its or their business as described in Schedule 6.5 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided, that the foregoing
shall not prevent Loan Parties from engaging in any business that is reasonably related or ancillary to its or their business. 

  
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 6.6. Prepayments and Amendments. Each Borrower will not, and will not permit any
other Loan Party to, 
 (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, 

(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than (A) the
Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or 
 (ii) make any payment on account of
Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or 

(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of 

(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the
Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (D) Indebtedness permitted under
clause (r) of the definition of Permitted Indebtedness to the extent permitted under the applicable subordination terms and conditions, and (E) any other Indebtedness permitted under the definition of Permitted Indebtedness so long as the
effect thereof, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders or Loan Parties, or 

(ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to
be materially adverse to the interests of the Lenders. 
 6.7. Restricted Payments. Each Borrower will not, and will not
permit any other Loan Party to make any Restricted Payment; provided, that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, 

(a) Parent may make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the
foregoing) on account of redemptions of Equity Interests of Parent held by such Persons, provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under
clause (l) of the definition of Permitted Indebtedness, does not exceed $100,000 in any fiscal year of Borrowers, 
 (b) Parent may make
distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the
Equity Interests of Parent held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent, and 

(c) distributions by any Borrower to another Borrower. 

  
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 6.8. Accounting Methods. Each Borrower will not, and will not permit any other Loan
Party to modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP). 
 6.9.
Investments. Each Borrower will not, and will not permit any other Loan Party to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any
Investment except for Permitted Investments. 
 6.10. Transactions with Affiliates. Each Borrower will not, and will not
permit any other Loan Party to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of Parent any Borrower or any of its Subsidiaries except for: 

(a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between any Loan Party, on the one hand, and
any Affiliate of a Loan Party, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Loan Parties in excess of $500,000 for any single
transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to Loan Parties, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, 

(b) so long as it has been approved by the applicable Loan Party’s Board of Directors in accordance with applicable law, any indemnity
provided for the benefit of directors (or comparable managers) of such applicable Loan Party, 
 (c) so long as it has been approved by the
applicable Loan Party’s Board of Directors in accordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of such Loan Party in the ordinary
course of business and consistent with industry practice, and 
 (d) transactions permitted by Section 6.3 or
Section 6.7, or any Permitted Intercompany Advance. 
 6.11. Use of Proceeds. Each Borrower will not, and will not
permit any other Loan Party or Parent to use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to finance the PPPI Acquisition, and (ii) to pay the fees, costs, and expenses incurred in
connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, in each case, as set forth in the Funds Flow Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for
their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such
Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors). 
 6.12. Limitation
on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests by Parent, Parent will not, and will not permit any of its Wholly-owned Subsidiaries or Parent to issue or sell or enter into any agreement or
arrangement for the issuance or sale of any of its Equity Interests. 

  
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 6.13. Inventory with Bailees. Except as disclosed on Schedule 4.24 (as
updated in accordance with Section 5.14), each Borrower will not, and will not permit any other Loan Party to store its Inventory at any time with a bailee, warehouseman, or similar party. 

 

	7.	FINANCIAL COVENANTS. 

 Each Borrower covenants and agrees that, until termination of all
of the Commitments and payment in full of the Obligations, commencing on the date on which a Financial Covenant Period begins and measured as of the end of the month immediately preceding the date on which a Financial Covenant Period first begins
and as of each month-end thereafter during such Financial Covenant Period, Borrowers will: 
 (a) Minimum Fixed Charge Coverage. Have
a Fixed Charge Coverage Ratio, measured on a month-end basis, of at least (i) 1.20:1.00 for the 12 month period ending April 30, 2014 and each month thereafter until the Term Loan has been repaid in full and (ii) 1.00:1.00 for the 12
month period on the last day of each month after the Term Loan has been repaid in full. 
 (b) Leverage Ratio. Until the Term Loan is
repaid in full, have a Leverage Ratio, measured on a month-end basis, of not greater than the 4.00:1.00. 
  

	8.	EVENTS OF DEFAULT. 

 Any one or more of the following events shall constitute an event of
default (each, an “Event of Default”) under this Agreement: 
 8.1. Payments. If Borrowers fail to pay when
due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof
constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency
Proceeding), and such failure continues for a period of 3 Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; 

8.2. Covenants. If any Loan Party: 

(a) fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3
(solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit any Borrower’s properties, inspect its assets
or books or records, examine and make copies of its books and records, or discuss Borrowers’ affairs, finances, and accounts with officers and employees of any Borrower), 5.10, 5.11, 5.13, or 5.14, or 5.15 of
this Agreement, (ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Security Agreement; 

  
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 (b) fails to perform or observe any covenant or other agreement contained in any of Sections
5.3 (other than if any Borrower is not in good standing in its jurisdiction of organization), 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of 15 days after the earlier of (i) the date on
which such failure shall first become known to any officer of any Borrower or (ii) the date on which written notice thereof is given to Borrowers by Agent; or 

(c) fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each
case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30
days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) the date on which written notice thereof is given to Borrowers by Agent; 

8.3. Judgments. If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of
$1,000,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party, or with respect to any of their
respective assets, and either (a) there is a period of 60 consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or
(2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award; 

8.4. Voluntary Bankruptcy, etc. If an Insolvency Proceeding is commenced by a Loan Party; 

8.5. Involuntary Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party and any of the following events
occur: (a) such Loan Party consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding
is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of
the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein; 
 8.6. Default Under
Other Agreements. If there is a default in one or more agreements to which a Loan Party is a party with one or more third Persons relative to a Loan Party’s Indebtedness involving an aggregate amount of $1,000,000 or more, and such
default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s obligations thereunder; 

  
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 8.7. Representations, etc. If any warranty, representation, certificate, statement,
or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall
not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof; 

8.8. Guaranty. If the obligation of any Guarantor under the guaranty contained in the Security Agreement is limited or
terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement); 
 8.9. Security
Documents. If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual
Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction
permitted under this Agreement, (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $250,000, or (c) as the result of an action or failure to act on the part of Agent; 

8.10. Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as
the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its
Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document;
or 
 8.11. Change of Control. A Change of Control shall occur, whether directly or indirectly. 

 

	9.	RIGHTS AND REMEDIES. 

 9.1. Rights and Remedies. Upon the occurrence and
during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrowers), in addition to any other rights or remedies provided
for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: 
 (a) (i) declare the
principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be
immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements
of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers to provide (and Borrowers agree that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to Agent to be held as
security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and outstanding Letters of Credit; 

  
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 (b) declare the Commitments terminated, whereupon the Commitments shall immediately be terminated
together with (i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of Issuing Bank to issue Letters of Credit; and 

(c) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity. 

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in
addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of
the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents, shall
automatically become and be immediately due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full (including Borrowers being obligated to provide (and Borrowers agree that they will provide)
(1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product
Collateralization to be held as security for Borrowers’ and the other Loan Parties’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of which are
expressly waived by Borrowers. 
 9.2. Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement,
the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one
right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it. 

 

	10.	WAIVERS; INDEMNIFICATION. 

 10.1. Demand; Protest; etc. Each Borrower
waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at
any time held by the Lender Group on which any Borrower may in any way be liable. 
 10.2. The Lender Group’s Liability for
Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of
the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding
agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers. 

  
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 10.3. Indemnification. Each Borrower shall pay, indemnify, defend, and hold the
Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations,
proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the
enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the
execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the
Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of
Loan Parties’ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any
Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall
extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which
shall be governed by Section 16), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of
Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto,
and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions,
Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the
contrary notwithstanding, no Borrower nor any Loan Party shall have any obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to
have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the
Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person
making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN
PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON. 

  
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	11.	NOTICES. 

 Unless otherwise provided in this Agreement, all notices or demands relating
to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or
certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Borrowers or Agent, as
the case may be, they shall be sent to the respective address set forth below: 
  

			
	 If to any Borrower:
	  	 c/o POWER SOLUTIONS INTERNATIONAL, INC.
 201
Mittel Drive
 Wood Dale, Illinois 60191
 Attention: Mr. Dan
Gorey
 Facsimile No.: (630) 787-5383

		
	 with copies to:
	  	 REINHART BOERNER VAN DEUREN S.C.
 1000 North
Water Street
 Suite 1700
 Milwaukee, Wisconsin 53202

Attention: Christopher E. Rechlicz
 Facsimile No.: (414)
298-8097

		
	 If to Agent:
	  	 WELLS FARGO BANK, NATIONAL ASSOCIATION
 150
South Wacker Drive
 Suite 2200
 Chicago, Illinois 60606

Attn: Account Manager – Power Solutions
 Fax No. (312)
332-0424

		
	 with copies to:
	  	 GOLDBERG KOHN LTD.
 55 East Monroe Street

Suite 3300
 Chicago, Illinois 60603

Attn: Keith G. Radner, Esq.
 Fax No. (312) 863-7445


 Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing
manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail;
provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment
from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment). 

  
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	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. 

 (a)
THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE
RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. 
 (b) THE PARTIES AGREE
THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF COOK, STATE
OF ILLINOIS; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR
OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b). 
 (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR
ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT. 

  
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 (d) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF COOK AND THE STATE OF ILLINOIS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY OR ANY MEMBER OF THE LENDER GROUP AGAINST ANY LOAN PARTY,, THE AGENT, THE SWING LENDER,
ANY OTHER LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY
CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN
PARTY AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 

 

	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS. 

 13.1. Assignments and
Participations. 
 (a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any
portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with
the prior written consent (such consent not be unreasonably withheld or delayed) of: 
 (A) Borrowers; provided, that no consent of
Borrowers shall be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided further,
that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within 5 Business Days after having received notice thereof; and 

  
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 (B) Agent, Swing Lender, and Issuing Bank. 

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

(A) no assignment may be made (i) so long as no Event of Default has occurred and is continuing, to Competitor, or (ii) to a natural
person, 
 (B) no assignment may be made to a Loan Party or an Affiliate of a Loan Party, 

(C) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents
subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not
apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such
new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), 
 (D) 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, 

(E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent
may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with
respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, 
 (F) unless waived by Agent, the
assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount of $3,500, and 
 (G) the
assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative Questionnaire”). 

(b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing
fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and
obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its 

  
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rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any
assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a). 

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such
assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other
Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as
are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender. 
 (d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery
of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. 

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a
“Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan
Documents; provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the
Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain
unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and 

  
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the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan
Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to
the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce
the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan
Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of
default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person,
(vi) no participation shall be sold to a Loan Party, or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its
participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through
the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in
respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. 

(f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or
pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and
their respective businesses. 
 (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security
interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such
Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. 
 (h) Agent (as a
non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name and address of each Lender as the registered owner of the Term Loan (and the principal
amount thereof and stated interest thereon) or a Revolver Commitment (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection with an assignment by a
Lender of all or any portion of its portion of the Term Loan or the Revolver 

  
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Commitments to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or
in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing
the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale
duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or
transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any,
evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term
Loan or its Revolver Commitment to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the
Register. 
 (i) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of
Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that
is subject to such participations) (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the
Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the
Participant Register. 
 (j) Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the
extent it has one) available for review by Borrowers from time to time as Borrowers may reasonably request. 
 13.2.
Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the
Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan
Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval by any Borrower is required in connection with any such
assignment. 

  
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	14.	AMENDMENTS; WAIVERS. 

 14.1. Amendments and Waivers. 

(a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product
Agreements or the Fee Letter), and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required
Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent
shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following: 

(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of
Section 2.4(c)(i), 
 (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees, or other amounts due hereunder or under any other Loan Document, 
 (iii) reduce the principal of, or the rate of
interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which
waiver shall be effective with the written consent of the Required Lenders), 
 (iv) amend, modify, or eliminate this Section or any
provision of this Agreement providing for consent or other action by all Lenders, 
 (v) amend, modify, or eliminate Section 3.1
or 3.2, 
 (vi) amend, modify, or eliminate Section 15.11, 

(vii) other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral, 

(viii) amend, modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share”, 

(ix) contractually subordinate any of Agent’s Liens, 

(x) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the
other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan
Documents, or 

  
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 (xi) amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or
(ii); 
 (b) No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate, 

(i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall not
require the written consent of any of the Lenders), 
 (ii) any provision of Section 15 pertaining to Agent, or any other rights
or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders; 

(c) No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and the Supermajority
Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts, Eligible Equipment, Eligible Finished Goods Inventory, Eligible WIP Inventory, Eligible In-Transit Inventory,
Eligible Raw Material Inventory, Eligible Inventory, Fixed Asset Availability Amount and Fixed Asset Sub-Line Amount) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based
upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c); 
 (d) No
amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the
other Loan Documents, without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders; 
 (e) No amendment, waiver,
modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan
Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and 
 (f) Anything in this
Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates
only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification,
elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by
Section 14.1(a)(i) through (iii) that affect such Lender. 

  
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 14.2. Replacement of Certain Lenders. 

(a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders
or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under
Section 16, then Borrowers or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or
any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to
replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. 

(b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall
execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but
including (i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Non-Consenting Lender or Tax Lender, as
applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or
and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed
and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall
have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as
applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of
participations in such Letters of Credit. 
 14.3. No Waivers; Cumulative Remedies. No failure by Agent or any Lender to
exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in
writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers of any provision of
this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have. 

  
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	15.	AGENT; THE LENDER GROUP. 

 15.1. Appointment and Authorization of Agent.
Each Lender hereby designates and appoints Wells Fargo as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be
deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise
such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the
Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this
Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be
deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with
respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in
effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and
all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Revolving Loans, for itself or on
behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management
arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Borrower or
its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and
fulfillment of its functions and powers pursuant to the Loan Documents. 

  
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 15.2. Delegation of Duties. Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of
any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct. 
 15.3.
Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by Parent or any
of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, 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 other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Parent or its Subsidiaries or any other
party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) 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 other Loan Document, or to inspect the books and records or properties of Parent or its Subsidiaries. 

15.4. Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been
signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent
shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request
or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers). 

15.5. Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has
actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly
will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains 

  
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actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to
its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, that
unless and until Agent has received any such request, 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. 

15.6. Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any
representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of
each Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each
Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents
expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank
Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to
provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information
came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement). 

15.7. Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems
necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial 

  
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accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to
maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or
proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and
expenses by Loan Parties, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis,
shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, that no
Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of
any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket
expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers.
The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent. 
 15.8.
Agent in Individual Capacity. Wells Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind
of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though Wells Fargo were not Agent hereunder, and, in each case, without notice
to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities,
Wells Fargo or its Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the
disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the
absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and
“Lenders” include Wells Fargo in its individual capacity. 
 15.9. Successor Agent. Agent may resign as Agent upon
30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by 

  
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Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred
and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is
effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to
issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has
materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of
Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent
shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring
Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted
appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent
hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above. 
 15.10. Lender in Individual
Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members
of the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such
Lender and its respective Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit
the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of
such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them. 

15.11. Collateral Matters. 

(a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to
authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and 

  
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satisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if
Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which neither Borrowers nor
any of their Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to Borrowers or their Subsidiaries under a lease or license that has expired or is
terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into
a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or indirectly through one or more entities)
all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more
entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or
9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented
to by Agent in accordance with applicable law in any judical action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank
Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or
unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit
bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose
Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such
credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including
debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of
their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral
without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders
(without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any
such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be


  
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required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail
any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon
(or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and
by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the
holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. 
 (b) Agent shall have
no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Loan Parties or is cared for, protected, or insured or has been encumbered, (ii) to verify or
assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the
eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to
exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being
understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given
Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly
provided herein. 
 15.12. Restrictions on Actions by Lenders; Sharing of Payments. 

(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully
entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Loan Parties or any deposit accounts of Loan Parties now or hereafter maintained with such Lender. Each of the Lenders further
agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Borrower or any
Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. 
 (b) If, at any time or times
any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the
terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may
be required to negotiate the same to 

  
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Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this
Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with
their Pro Rata Shares; provided, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the
applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess
payment. 
 15.13. Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its
agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with
Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request
therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions. 
 15.14.
Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party
may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations. 

15.15. Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to
enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the
terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of
the Lenders (and such Bank Product Provider). 
 15.16. Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information. By becoming a party to this Agreement, each Lender: 
 (a) is deemed to have requested that Agent furnish
such Lender, promptly after it becomes available, a copy of each field examination report respecting Loan Parties (each, a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

 (b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report,
and (ii) shall not be liable for any information contained in any Report, 

  
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 (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that Agent or other party performing any field examination will inspect only specific information regarding Loan Parties and will rely significantly upon Loan Parties’ books and records, as well as on representations of
Borrowers’ personnel, 
 (d) agrees to keep all Reports and other material, non-public information regarding Loan Parties and their
operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and 

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any
other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that
the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and
hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender
preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

(f) In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a
copy of any report or document provided by any Loan Party to Agent that has not been contemporaneously provided by such Loan Party to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender,
(y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from any Loan Party, any Lender may, from time to time, reasonably request Agent to exercise such right as
specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Loan Party, Agent promptly shall
provide a copy of same to such Lender, and (z) any time that Agent renders to Borrowers a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender. 

15.17. Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or
will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments.
Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible
for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in
Section 15.7, no member 

  
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of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other
Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product
Provider) hereunder or in connection with the financing contemplated herein. 
 15.18. Lead Arranger and Book Runner. Each of
the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation Agents, in such capacities, shall not have any right, power, obligation, liability, responsibility, or duty under this Agreement other than those applicable to
it in its capacity as a Lender, as Agent, as Swing Lender, or as Issuing Bank. Without limiting the foregoing, each of the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation Agents, in such capacities, shall not
have or be deemed to have any fiduciary relationship with any Lender or any Loan Party. Each Lender, Agent, Swing Lender, Issuing Bank, and each Loan Party acknowledges that it has not relied, and will not rely, on the Joint Lead Arrangers, Joint
Book Runners, Co-Syndication Agents, and Co-Documentation Agents in deciding to enter into this Agreement or in taking or not taking action hereunder. Each of the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation
Agents, in such capacities, shall be entitled to resign at any time by giving notice to Agent and Borrowers. 
  

	16.	WITHHOLDING TAXES. 

 16.1. Payments. All payments made by Borrowers
hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future
Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers shall comply with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrowers agree to
pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this
Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. Borrowers will furnish to Agent as promptly as possible after the date the payment of any
Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers. Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes,
charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. 

16.2. Exemptions. 

(a) If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant
agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement: 

  
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 (i) if such Lender or Participant is entitled to claim an exemption from United States
withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC,
(II) a 10% shareholder of Parent (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrowers within the meaning of Section 864(d)(4) of the IRC, and (B) a properly
completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments); 
 (ii) if such Lender or Participant is entitled to claim
an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN; 

(iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax
because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI; 

(iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax
because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or 

(v) a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may
be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax. 

(b) Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered
forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. 

(c) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such
Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to
exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, that nothing in this
Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor
forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render
invalid any claimed exemption or reduction. 

  
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 (d) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such
Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a
participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent
will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new
documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable. Borrowers agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the
Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto. 

16.3. Reductions. 

(a) If a Lender or a Participant is subject to an applicable withholding tax, Agent (or, in the case of a Participant, the Lender granting the
participation) may withhold from any payment to such Lender or such Participant an amount equivalent to the applicable withholding tax. If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered
to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant not
providing such forms or other documentation an amount equivalent to the applicable withholding tax. 
 (b) If the IRS or any other
Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any
Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify
the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a
Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or
otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16,
together with all costs and expenses (including attorneys fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent. 

16.4. Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes
to which Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of payments made,
or additional amounts paid, by Borrowers under this Section 16 with respect to Indemnified 

  
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Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with
respect to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority,
other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such
Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems
confidential) to Borrowers or any other Person. 
  

	17.	GENERAL PROVISIONS. 

 17.1. Effectiveness. This Agreement shall be binding
and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof. 

17.2. Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled
by the context, everything contained in each Section applies equally to this entire Agreement. 
 17.3. Interpretation.
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and
shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto. 

17.4. Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this
Agreement for the purpose of determining the legal enforceability of any specific provision. 
 17.5. Bank Product Providers.
Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent
hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the
benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security
interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product
Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established
there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be 

  
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entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed
calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due
and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that
the amount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrowers
may obtain Bank Products from any Bank Product Provider, although Borrowers are not required to do so. Each Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank
Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have
any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be
required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors. 

17.6. Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on
the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions
contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

 17.7. Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this
Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this
Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. 
 17.8. Revival and Reinstatement of Obligations;
Certain Waivers. If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or
transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party 

  
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under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise
recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable
Transfer”), or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer,
then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all
reasonable costs, expenses, and attorneys fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will
automatically and immediately be revived, reinstated, and restored and will exist and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable
Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such
provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect
of such liability or any Collateral securing such liability. 
 17.9. Confidentiality. 

(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Parent
and its Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and
the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of
the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis,
(ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this
Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or
administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrowers with prior notice thereof, to the extent that it is practicable to do so and to
the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this
clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrowers,
(vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi)

  
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the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to
provide such prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by
such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the
Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or
pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this
Section 17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving
parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than
any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective
Affiliates, or their respective counsel), the disclosing party agrees to provide Borrowers with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy
under this Agreement or under any other Loan Document. 
 (b) Anything in this Agreement to the contrary notwithstanding, Agent may disclose
information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other
information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of any Borrower or the other Loan Parties and the Commitments provided hereunder in any
“tombstone” or other advertisements, on its website or in other marketing materials of the Agent. 
 (c) The Loan Parties hereby
acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided by or on behalf of Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on
IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to
the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any
time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term). 

  
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 17.10. Survival. All representations and warranties made by the Loan Parties in the
Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or any Lender
may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued
interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated. 

17.11. Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrowers that pursuant
to the requirements of the Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify
each Borrower in accordance with the Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary
individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and each Borrower agrees to cooperate in respect of the
conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers. 

17.12. Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties
with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are
independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit
extended hereunder, except as otherwise expressly provided in such Bank Product Agreement. 
 17.13. Parent as Agent for
Borrowers. Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (which appointment shall remain in full force and effect unless and until Agent shall have received prior written
notice signed by each Borrower that such appointment has been revoked and that a Borrower has been appointed to replace Parent. Each Borrower hereby irrevocably appoints and authorizes the Parent (a) to provide Agent with all notices with
respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Parent shall be deemed to
be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or 

  
 -85- 








 
instruction provided by any member of the Lender Group to the Parent in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as
the Parent deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the
Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at
their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since
the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify
each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from
or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on any instructions of the Parent, except that Borrowers will have no liability to the
relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or
willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be. 
 [Signature pages to follow.] 

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

									
	BORROWERS:	 		 	 POWER SOLUTIONS INTERNATIONAL, INC.

a Delaware corporation

					
		 		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 		 	Name: Dan Gorey
		 		 		 	Title: Chief Financial Officer
				
		 		 		 	 PROFESSIONAL POWER PRODUCTS, INC., 

an Illinois corporation

					
		 		 		 	By:	 	 /s/ Daniel P. Gorey

		 		 		 	 Name:
	 	 Dan Gorey

		 		 		 		 	Its Authorized Signatory


  
 Signature Page to Credit Agreement 









							
	AGENT AND LENDERS	 		 	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, a national banking association, as Agent, as Lead Arranger, as Book Runner, and as a Lender

				
		 		 	By:	 	/s/ Brian Hynds
		 		 	Name:	 	 Brian Hynds

		 		 		 	Vice President


  
 Signature Page to Credit Agreement 








 Schedule 1.1 

As used in the Agreement, the following terms shall have the following definitions: 

“Account” means an account (as that term is defined in the Code). 

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible. 

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). 

“Acquired Indebtedness” means Indebtedness of a Person whose assets or Equity Interests are acquired by any Loan Party in a
Permitted Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or a Capital Lease with respect to Equipment or mortgage financing with respect to Real Property, (b) was in existence prior to the
date of such Permitted Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition. 

“Acquisition” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of
the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity
Interests of any other Person. 
 “Additional Documents” has the meaning specified therefor in Section 5.12 of
the Agreement. 
 “Administrative Questionnaire” has the meaning specified therefor in Section 13.1(a) of the
Agreement. 
 “Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement. 

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of
Equity Interests, by contract, or otherwise; provided, that, for purposes of the definition of Eligible Accounts and Section 6.10 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Equity
Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall
be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of
such Person. 

  
 Schedule 1.1 – Page
1 








 “Agent” has the meaning specified therefor in the preamble to the Agreement.

 “Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and
agents. 
 “Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1 to this Agreement
(or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders). 

“Agent’s Liens” means the Liens granted by Loan Parties to Agent under the Loan Documents and securing the Obligations.

 “Agreement” means the Credit Agreement to which this Schedule 1.1 is attached. 

“Applicable Margin” means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as
applicable, the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the most recently completed month; provided, that for the period from the Closing Date through and
including July 31, 2013, the Applicable Margin shall be set at the margin in the row styled “Level I”; provided further, if Borrowers fail to deliver the Borrowing Base Certificate required to be delivered
pursuant to Section 5.2 of the Agreement on or before the due date thereof, the Applicable Margin shall be set at the margin in the row styled “Level III” until the delivery of such Borrowing Base Certificate: 

 

							
	 Level
	  	Average Excess
Availability	 	Applicable Margin Relative
to Base Rate Loans (the
“Base Rate Margin”)	  	Applicable Margin Relative
to LIBOR Rate Loans (the
“LIBOR Rate Margin”)
	 I
	  	3 $15,000,000	 	0.00 percentage points	  	1.50 percentage points
	 II
	  	< $15,000,000 and 3
$10,000,000	 	0.25 percentage points	  	1.75 percentage points
	 III
	  	< $10,000,000	 	0.50 percentage points	  	2.00 percentage points

 The Applicable Margin shall be re-determined as of the first day of each calendar month of Borrowers. 

“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the
Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement. 

  
 Schedule 1.1 – Page
2 








 “Assignee” has the meaning specified therefor in Section 13.1(a) of
the Agreement. 
 “Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of
Exhibit A-1 to the Agreement. 
 “Authorized Person” means any one of the individuals identified on Schedule
A-2 to the Agreement, as such schedule is updated from time to time by written notice from Borrowers to Agent. 

“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans
under Section 2.1 of the Agreement (after giving effect to the then outstanding Revolver Usage). 
 “Average Excess
Availability” means, with respect to any period, the sum of the aggregate amount of Excess Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days
in such period. 
 “Available Increase Amount” means, as of any date of determination, an amount equal to the result of
(a) $25,000,000 minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of the Agreement. 

“Bank Product” means any one or more of the following financial products or accommodations extended to any Loan Party by a
Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”)), (b) credit card processing services, (c) debit cards,
(d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements. 
 “Bank Product
Agreements” means those agreements entered into from time to time by any Loan Party with a Bank Product Provider in connection with the obtaining of any of the Bank Products. 

“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent)
to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product
Obligations (other than Hedge Obligations). 
 “Bank Product Obligations” means (a) all obligations, liabilities,
reimbursement obligations, fees, or expenses owing by Loan Parties to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, excluding, however, Excluded Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as
a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to any Loan
Party. 

  
 Schedule 1.1 – Page
3 








 “Bank Product Provider” means Wells Fargo or any of its Affiliates, including
each of the foregoing in its capacity, if applicable, as a Hedge Provider. 
 “Bank Product Provider Agreement” means an
agreement in substantially the form attached hereto as Exhibit B-2 to the Agreement, in form and substance satisfactory to Agent, duly executed by the applicable Bank Product Provider, Borrowers, and Agent. 

“Bank Product Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate to
establish (based upon the Bank Product Providers’ determination of the liabilities and obligations of Loan Parties in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding. 

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time. 

“Base Rate” means the greatest of (a) the Federal Funds Rate plus  1⁄2%, (b) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of 1 month and shall be determined on a daily basis), plus 1 percentage point, and (c) the rate of interest announced,
from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates)
and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate. 

“Base Rate Loan” means each portion of the Revolving Loans or the Term Loan that bears interest at a rate determined by
reference to the Base Rate. 
 “Base Rate Margin” has the meaning set forth in the definition of Applicable Margin. 

“Base Rate Term Loan Margin” means three percent (3.00%). 

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Loan Party
or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years. 
 “Board
of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers). 

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor). 

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

“Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to the Agreement.


  
 Schedule 1.1 – Page
4 








 “Borrower Materials” has the meaning specified therefor in
Section 17.9(c) of the Agreement. 
 “Borrowing” means a borrowing consisting of Revolving Loans made on the
same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance. 

“Borrowing Base” means, as of any date of determination, the result of: 

(a) 85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus 

(b) the lesser of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent with
Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory at such time, and (B) the product of 92.5% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtained by
Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory (such determination may be made as to different categories of
Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus 
 (c) the lesser
of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Raw Materials Inventory at such time, and (B) the product
of 92.5% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtained by Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’
historical accounting practices) of Eligible Raw Materials Inventory (such determination may be made as to different categories of Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to such categories) at such time,
plus 
 (d) the lowest of 

(i) $5,000,000, 

(ii) the lesser of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis
consistent with Borrowers’ historical accounting practices) of Eligible WIP Inventory at such time, and (B) the product of 92.5% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and
obtained by Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible WIP Inventory (such determination may be made as to different categories of
Eligible WIP Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus 
 (e) the Fixed Asset
Availability Amount, minus 
 (f) the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the
Agreement. 

  
 Schedule 1.1 – Page
5 








 “Borrowing Base Certificate” means a certificate in the form of Exhibit
B-1. 
 “Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or
required to close in the state of Illinois, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits
in the London interbank market. 
 “Capital Expenditures” means, with respect to any Person for any period, the amount of
all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication
(a) expenditures made during such period in connection with the replacement, substitution, or restoration of assets or properties pursuant to Section 2.4(e)(ii) of the Agreement, (b) with respect to the purchase price of assets
that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being
traded in at such time, (c) expenditures made during such period to consummate one or more Permitted Acquisitions, (d) capitalized software development costs to the extent such costs are deducted from net earnings under the definition of
EBITDA for such period, and (e) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding Borrowers or any of their Affiliates). 

“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized
in accordance with GAAP. 
 “Capital Lease” means a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP. 
 “Cash Equivalents” means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct
obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper
maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any
state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any
bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the
Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined


  
 Schedule 1.1 – Page
6 








 
capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above,
(g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in
money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above. 

“Cash Management Services” means any cash management or related services including treasury, depository, return items,
overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds
transfers through the direct Federal Reserve Fedline system) and other cash management arrangements. 
 “CFC” means a
controlled foreign corporation (as that term is defined in the IRC). 
 “Change of Control” means that: 

(a) Permitted Holders fail to own and control, directly or indirectly, 20%, or more, of the Equity Interests of Parent entitled (without regard
to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent, 
 (b) any “person”
or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20%, or more, of the
Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent, 

(c) a majority of the members of the Board of Directors of Parent do not constitute Continuing Directors, or 

(d) Except for Permitted Dispositions, Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan
Party. 
 “Change in Law” means the occurrence after the date of the Agreement of: (a) the adoption or effectiveness
of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental
Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding
anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules,
guidelines or directives concerning capital adequacy 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
shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. 

  
 Schedule 1.1 – Page
7 








 “Closing Date” means the date of the making of the initial Revolving Loan (or
other extension of credit) under the Agreement. 
 “Code” means the Illinois Uniform Commercial Code, as in effect from
time to time. 
 “Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired
by Loan Parties in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents. 

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor,
warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Loan Parties’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to
Agent. 
 “Commitment” means, with respect to each Lender, its Revolver Commitment or its Term Loan Commitment, as the
context requires, and, with respect to all Lenders, their Revolver Commitments or their Term Loan Commitments, as the context requires,, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on
Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with
the provisions of Section 13.1 of the Agreement. 
 “Competitor” means any Person which is a direct competitor
of Borrowers or their Subsidiaries if, at the time of a proposed assignment, Agent and the assigning Lender have actual knowledge that such Person is a direct competitor of Borrowers or their Subsidiaries; provided, that in connection with
any assignment or participation, the Assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an economic interest in
any such direct competitor, and is not itself such a direct competitor of Borrowers or their Subsidiaries, shall not be deemed to be a direct competitor for the purposes of this definition. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by
the chief financial officer of Parent to Agent. 
 “Confidential Information” has the meaning specified therefor in
Section 17.9(a) of the Agreement. 
 “Continuing Director” means (a) any member of the Board of Directors
who was a director (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or nominated for election to the
Board of Directors by either the Permitted Holders or a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or
threatened election contest relating to the election of the directors (or comparable managers) of Parent and whose initial assumption of office resulted from such contest or the settlement thereof. 

  
 Schedule 1.1 – Page
8 








 “Control Agreement” means a control agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by any Loan Party, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account). 

“Copyright Security Agreement” has the meaning specified therefor in the Security Agreement. 

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an
Event of Default. 
 “Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be
funded by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in
connection with a Letter of Credit Disbursement), (b) notified Borrowers, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public
statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within
1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to
Agent or any other Lender any other amount required to be paid by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement, unless the subject of a good faith dispute, or (f) (i) becomes or
is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. 

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base
Rate, and (b) thereafter, the interest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto). 

“De Minimis Amounts” means any Hazardous Materials either (a) being transported on or from the property or being
stored for use by any Loan Party, or its tenant on the property within a year from original arrival on the property in connection with such Person’s current operations or (b) being currently used by any Loan Party or its tenant on the
property, in either case in such quantities and in a manner that both (a) does not constitute a material violation or threatened material violation of any Environmental Law or require any reporting or disclosure under any Environmental Law and
(b) is consistent with customary business practice for such operations in the state where the property is located. 

  
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 “Deposit Account” means any deposit account (as that term is defined in the
Code). 
 “Designated Account” means the Deposit Account of Parent identified on Schedule D-1 to the Agreement (or
such other Deposit Account of Parent located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent). 

“Designated Account Bank” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that
is located within the United States that has been designated as such, in writing, by Borrowers to Agent). 
 “Dilution”
means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or
other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period. 

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible
Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%. 
 “Disqualified Equity
Interests” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is
redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date. 

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

“Dominion Period” means the period after the occurrence of a Triggering Event (as defined in the Security Agreement) and
prior to a Recission (as defined in the Security Agreement) with respect to such Triggering Event. 
 “Drawing Document”
means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit. 

  
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 “Earn-Outs” shall mean unsecured liabilities of a Loan Party arising under an
agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or
contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition. 

“EBITDA” means, with respect to any fiscal period, 

(a) Loan Parties’ consolidated net earnings (or loss), 

minus 
 (b) without
duplication, the sum of the following amounts of Parent for such period to the extent included in determining consolidated net earnings (or loss) for such period: 

(i) extraordinary gains, 

(ii) interest income, 

(iii) gains resulting from the decrease in the value of outstanding warrants or stock issued (or to be issued) in connection
with the PPPI Acquisition due to mark-to-market accounting, and 
 (iv) non-cash gains, 

plus 
 (c) without
duplication, the sum of the following amounts of Parent for such period to the extent included in determining consolidated net earnings (or loss) for such period: 

(i) extraordinary losses (as defined by GAAP), 

(ii) Interest Expense, 

(iii) income taxes, 

(iv) one time fees and expenses relating to the transactions contemplated by the Agreement and the PPPI Acquisition in an
aggregate amount not to exceed $5,000,000, 
 (v) fees and expenses related to audits, inspections and appraisals incurred by
the Borrowers pursuant to the Agreement, 
 (vi) depreciation and amortization for such period, in each case, determined on a
consolidated basis in accordance with GAAP, 
 (vii) losses resulting from the increase in the value of outstanding warrants
or stock issued (or to be issued) in connection with the PPPI Acquisition due to mark-to-market accounting, 
 (viii)
non-cash losses, and 

  
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 (ix) non-cash losses resulting from the allocation of Excess Purchase Price to
any of the tangible assets and intangible assets acquired in an Acquisition, including but not limited to PPPI, which Excess Purchase Price results in a reduction of the Loan Parties’ operating results as such amounts are recognized in the Loan
Parties’ operating results subsequent to such Acquisition; 
 provided, that, notwithstanding anything to the contrary contained herein, for
each of the calendar months set forth below, EBITDA shall be deemed to be the amount set forth below opposite such month: 
  

					
	 Calendar Month
	  	EBITDA	 
	 May, 2013
	  	$	1,405,186	  
	 June, 2013
	  	$	1,512,166	  
	 July, 2013
	  	$	2,406,033	  
	 August, 2013
	  	$	2,073,760	  
	 September, 2013
	  	$	1,368,143	  
	 October, 2013
	  	$	2,763,166	  
	 November, 2013
	  	$	819,034	  
	 December, 2013
	  	$	4,464,249	  
	 January, 2014
	  	$	9,133	  
	 February, 2014
	  	$	660,449	  

 For the purposes of calculating EBITDA for any period on or after March 1, 2014 and prior to the Closing Date, EBITDA for
such period shall be calculated after giving pro forma effect to the PPPI Acquisition as if the PPPI Acquisition occurred on the first day of such period. 

“Eligible Accounts” means those Accounts created by a Borrower in the ordinary course of its business, that arise out of such
Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the
excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent from time to
time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the
following: 
 (a) any Account that remains unpaid (x) more than 60 days after the original due date shown on the invoice or (y) 90
days after the original invoice date shown on the invoice; provided, that, Permitted Extended Term Accounts in an aggregate amount not to exceed $3,000,000 shall not not be excluded from Eligible Accounts pursuant to this clause (a) unless such
Permitted Extended Term Accounts remain unpaid (x) more than 150 days after the original invoice date shown on the invoice or (y) other than with respect to Accounts owed by Bandit Industries, Inc. or Morbark Inc., remain unpaid more than
60 days after the original due date shown on the invoice, 

  
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 (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed
by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above, 
 (c) Accounts with respect to which the
Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower, 
 (d) Accounts
arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold (other than Accounts in an aggregate amount not to exceed $2,000,000 to the extent
Agent has received a bill and hold agreement executed and delivered by the Account Debtor thereof in form and substance acceptable to Agent), or any other terms by reason of which the payment by the Account Debtor may be conditional, 

(e) Accounts that are not payable in Dollars, 

(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or
(ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of
any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming
bank) that has been delivered to Agent and is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent in an aggregate amount not to exceed
the lesser of the insurers’ maximum aggregate liability under the policy and $7,000,000; provided, however, that such Accounts not supported by a letter of credit or credit insurance shall not be excluded from Eligible Accounts in an aggregate
amount not to exceed $10,000,000 as a result of this clause (f) to the extent that the Account Debtor is Hyundai Group, Doosan Corporation, Anhui Heli Co., Ltd., non-United States subsidiaries of NACCO Material Handling or Oil Lift Australia,

 (g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality
of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States, 

(h) Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or has
disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute, 

(i) Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 20% (such percentage, as applied to a
particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such 

  
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13 








 
Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage (or, if the Account Debtor is Cummins Inc.,
Bandit Industries, Inc., Kohler Co., NACCO Material Handling or Mitsubishi-Caterpillar Forklifts of America, Inc., 25% of all Eligible Accounts); provided, that, in each case, the amount of Eligible Accounts that are excluded because they
exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit, 

(j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as
to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, 

(k) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account
Debtor’s financial condition, 
 (l) Accounts that are not subject to a valid and perfected first priority Agent’s Lien, 

(m) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped (other than Accounts in an aggregate
amount not to exceed $2,000,000 to the extent Agent has received a bill and hold agreement executed and delivered by the Account Debtor thereof in form and substance acceptable to Agent) and billed to the Account Debtor, or (ii) the services
giving rise to such Account have not been performed and billed to the Account Debtor, 
 (n) Accounts with respect to which the Account
Debtor is a Sanctioned Person or Sanctioned Entity, 
 (o) Accounts that represent the right to receive progress payments or other advance
billings that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services, or 

(p) Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination
with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition). 

“Eligible Equipment” means Equipment (including Equipment acquired after the Closing Date) of a Borrower that has been
appraised by an appraiser reasonably acceptable to Agent pursuant to the most recent appraisal of the Equipment of Borrowers reasonably acceptable to Agent, upon which Agent is expressly entitled to rely, to determine the Net Orderly Liquidation
Value of such Equipment, that complies with each of the representations and warranties respecting Eligible Equipment made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth
below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date. An
item of Equipment shall not be included in Eligible Equipment if: 

  
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14 








 (a) a Borrower does not have good, valid, and marketable title thereto, 

(b) it is not located at one of the locations in the continental United States set forth on Schedule E-1 to the Agreement (as such Schedule may
be updated as required pursuant to Schedule 5.1) (so long as Agent has not disapproved in writing of any such location), 
 (c) it is
in-transit, 
 (d) it is located on real property leased by a Borrower or in a contract warehouse, in each case, unless (i) it is
subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, or (ii) Agent has established a Landlord Reserve with respect to such location, 

(e) it is not subject to a valid and perfected and, subject to Permitted Liens, first priority Agent’s Lien, 

(f) it is not in good working order and marketable condition (ordinary wear and tear excepted), 

(g) it is worn out, obsolete, damaged or defective Equipment, 

(h) it consists of computer hardware, 

(i) it consists of fixtures, or, unless Agent otherwise agrees, it consists of Equipment that is not readily removable from the Real Property
upon which it is located without causing physical damage to such Real Property, 
 (j) it consists of tooling, or 

(k) it is leased to a Borrower or by a Borrower. 

“Eligible Finished Goods Inventory” shall mean Inventory that qualifies as Eligible Inventory and consists of finished goods
held for sale in the ordinary course of Borrowers’ business. 
 “Eligible In-Transit Inventory” means those items of
Inventory in an aggregate amount not to exceed $5,000,000 that do not qualify as Eligible Inventory solely because they are not in a location set forth on Schedule E-1 or in transit among such locations and a Borrower does not have actual and
exclusive possession thereof, but as to which, 
 (a) such Inventory currently is in transit (whether by vessel, air, or land) within the
United States or Canada to a location set forth on Schedule E-1, 
 (b) title to such Inventory has passed to a Borrower, 

(c) such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, satisfactory to Agent in its Permitted
Discretion, 

  
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15 








 (d) such Inventory either 

(1) is the subject of a negotiable bill of lading governed by the laws of a state within the United States (x) that,
unless waived by Agent, is consigned to Agent or one of its agents (either directly or by means of endorsements), (y) that was issued by the carrier respecting the subject Inventory, and (z) that, unless waived by Agent, is in the
possession of Agent or a customs broker (in each case in the continental United States), or 
 (2) is the subject of a
negotiable cargo receipt governed by the laws of a state within the United States and is not the subject of a bill of lading (other than, unless waived by Agent, a negotiable bill of lading consigned to, and in the possession of, a consolidator or
Agent, or their respective agents) and such negotiable cargo receipt (x) is, unless waived by Agent,consigned to Agent or one of its agents (either directly or by means of endorsements), (y) that was issued by a consolidator respecting the
subject Inventory, (z) that, unless waived by Agent, is in the possession of Agent or a customs broker (in each case in the continental United States), and 

(e) Such Borrower has provided a certificate to Agent that certifies that, to the knowledge of such Borrower, such Inventory meets all of
Borrowers’ representations and warranties contained in the Loan Documents concerning Eligible In-Transit Inventory, that it knows of no reason why such Inventory would not be accepted by such Borrower when it arrives in the continental United
States and that the shipment as evidenced by the documents conforms to the related order documents. 
 “Eligible Inventory”
means Inventory of a Borrower, that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set
forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date.
In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if:

 (a) a Borrower does not have good, valid, and marketable title thereto, 

(b) a Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a Borrower), 

(c) it is not located at one of the locations in the continental United States set forth on Schedule E-1 to the Agreement (or is
Eligible In-Transit Inventory or in-transit from one such location to another such location), 
 (d) it is in-transit to or from a location
of a Borrower (other than Eligible In-Transit Inventory or Inventory in-transit from one location set forth on Schedule E-1 to the Agreement to another location set forth on Schedule E-1 to the Agreement), 

  
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16 








 (e) it is located on real property leased by a Borrower or in a contract warehouse, in each case,
unless (other than with respect to Inventory warehoused by UPS SLS and located at 917 Union Pacific, Laredo, Texas) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and unless it is
segregated or otherwise separately identifiable from goods of others, if any, stored on the premises, 
 (f) other than with respect to
Eligible In-Transit Inventory, it is the subject of a bill of lading or other document of title, 
 (g) it is not subject to a valid and
perfected first priority Agent’s Lien, 
 (h) it consists of goods returned or rejected by a Borrower’s customers, 

(i) it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process, raw materials, or goods that
constitute spare parts, packaging and shipping materials, supplies used or consumed in Borrowers’ business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment, 

(j) it is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely
sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or 
 (k) it was acquired in connection
with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted
Acquisition). 
 “Eligible Raw Material Inventory” shall mean Inventory that qualifies as Eligible Inventory and consists
of goods that are raw materials. 
 “Eligible Transferee” means (a) any Lender (other than a Defaulting Lender), any
Affiliate of any Lender and any Related Fund of any Lender; and (b) (i) a commercial bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (iii) a commercial bank organized under the laws of any other country or a political
subdivision thereof; provided that (A) (x) such bank is acting through a branch or agency located in the United States or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic
Cooperation and Development or a political subdivision of such country, and (B) such bank has total assets in excess of $1,000,000,000; (d) any other entity (other than a natural person) that is an “accredited investor” (as
defined in Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses including insurance companies, investment or mutual funds and lease financing companies, and having total assets in excess of
$1,000,000,000; and (e) during the continuation of an Event of Default, any other Person approved by Agent. 
 “Eligible WIP
Inventory” shall mean Inventory that qualifies as Eligible Inventory and consists of goods that are work in process. 

  
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 “Environmental Action” means any written complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of
Hazardous Materials (a) from any assets, properties, or businesses of any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any
facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest. 

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation,
ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from
time to time. 
 “Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and
expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or
Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action. 

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities. 

“Equipment” means equipment (as that term is defined in the Code). 

“Equity Interest” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other
equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, 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). 
 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto. 
 “ERISA
Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party under IRC Section 414(b), (b) any trade or business subject to ERISA whose
employees are treated as employed by the same employer as the employees of any Loan Party under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA
that is a member of an affiliated service group of which any Loan Party is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a
party to an arrangement with any Loan Party and whose employees are aggregated with the employees of Parent or its Subsidiaries under IRC Section 414(o). 

  
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18 








 “Event of Default” has the meaning specified therefor in Section 8
of the Agreement. 
 “Excess” has the meaning specified therefor in Section 2.14 of the Agreement. 

“Excess Cash “ means Availability plus Qualified Cash. 

“Excess Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if
any, of all trade payables of Parent and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Parent and its Subsidiaries in excess of historical practices with respect thereto, in each case as
determined by Agent in its Permitted Discretion. 
 “Excess Purchase Price” means, with respect to any Acquisition, the
amounts allocated to the tangible and intangible assets of the target or seller in excess of the value of the tangible assets of such target or seller as recorded immediately prior to such Acquisition. 

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

“Excluded Hedge Obligation” means, with respect to any Loan Party, any Hedge Obligation if, and to the extent that, all or a
portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Hedge 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 Loan Party’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 Loan Party or the grant of such security interest becomes effective with respect to such Hedge Obligation. If a Hedge Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal. 

“Excluded Taxes” means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including
any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing
authority thereof) in which such Lender’s or such Participant’s principal office is located in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority
imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any
other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 16.2 of the Agreement, (iii) any United States federal withholding taxes that would be
imposed on amounts payable to a Foreign Lender based upon 

  
 Schedule 1.1 – Page
19 








 
the applicable withholding rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (A) any
amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of the Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the
Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result
of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding taxes imposed under FATCA. 

“Extraordinary Advances” has the meaning specified therefor in Section 2.3(d)(iii) of the Agreement. 

“FATCA” means Sections 1471 through 1474 of the IRC, as of the date of the 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. 

“Fee Letter” means that certain amended and restated fee letter, dated as of the Closing Date, among Borrowers and Agent, in
form and substance reasonably satisfactory to Agent. 
 “Federal Funds Rate” means, for any period, a fluctuating interest
rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of
recognized standing selected by it. 
 “Financial Covenant Period” means a period which shall commence on any date (the
“Commencement Date”) on which Availability is less than the Threshold Amount and shall continue until the date that Availability for a period of 60 consecutive days is greater than or equal to the Threshold Amount. 

“Fixed Asset Availability Amount” means, as of any date of determination, an amount equal to the lesser of (a) the Fixed
Asset Sub-Line Amount, and (b) 85% of the Net Orderly Liquidation Value of all Eligible Equipment. 
 “Fixed Asset Capex
Credit” means $1,500,000; provided that the Fixed Asset Capex Credit shall be reduced on the first day of each month (beginning on May 1, 2014) by an amount equal to $125,000. 

“Fixed Asset Sub-Line Amount” means $2,670,972; provided that the Fixed Asset Sub-Line Amount shall be reduced
(i) on the first day of each month (beginning on May 1, 2014) by an amount equal to $44,516.20, (ii) by the amount required pursuant to Section 2.4(f)(iii) in connection with each prepayment pursuant to
Section 2.4(e)(iv) and (iii) on the date Agent 

  
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20 








 
notifies Borrowers of Agent’s receipt of an appraisal of the Net Orderly Liquidation Value of the Eligible Equipment, by the amount, if any, by which the Fixed Asset Sub-Line Amount on such
date is in excess of 85% of the Net Orderly Liquidation Value of the Eligible Equipment based on such appraisal (it being understood that (a) the reductions required under clause (ii) are in addition to, and shall not affect or reduce, the
reductions required by clause (i) and (b) any reduction in the Fixed Asset Sub-Line Amount under clause (i), clause (iii) and, except as provided in Section 2.4(f)(iii), clause (ii) shall be permanent)). 

“Fixed Charges” means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis in
accordance with GAAP, the sum, without duplication, of (a) Interest Expense accrued (other than interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense) during such period, (b) scheduled principal
payments required to be made during such period in respect to Indebtedness, (excluding repayments of Revolving Loans, but including the principal portion of Capitalized Lease Obligations), (c) all federal, state, and local income taxes paid
during such period,(d) monthly reductions in the Fixed Asset Sub-Line Amount pursuant to clause (i) of the definition thereof during such period, and (d) all Restricted Payments paid in cash during such period. 

“Fixed Charge Coverage Ratio” means, with respect to any fiscal period and with respect to Parent determined on a
consolidated basis in accordance with GAAP, the ratio of (a) EBITDA of Loan Parties for such period minus Capital Expenditures made (to the extent not already incurred in a prior period) or incurred during such period (less the Fixed Asset
Capex Credit) and to the extent such Capital Expenditures were not financed with Indebtedness (other than Loans), to (b) Fixed Charges for such period. 

“Flow of Funds Agreement” means a flow of funds agreement, dated as of even date herewith, in form and substance reasonably
satisfactory to Agent, executed and delivered by each Loan Party and Agent. 
 “Foreign Lender” means any Lender or
Participant that is not a United States person within the meaning of IRC section 7701(a)(30). 
 “Funded Indebtedness”
means, as of any date of determination, all Indebtedness for borrowed money or letters of credit of Parent, determined on a consolidated basis in accordance with GAAP, that by its terms matures more than one year after the date of determination, and
any such Indebtedness maturing within one year from such date that is renewable or extendable at the option of Parent or its Subsidiaries, as applicable, to a date more than one year from such date, including, in any event, but without duplication,
with respect to Parent and its Subsidiaries, the Revolver Usage, the Term Loan, and the amount of their Capitalized Lease Obligations. 

“Funding Date” means the date on which a Borrowing occurs. 

“Funding Losses” has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement. 

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently
applied. 

  
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 “Governing Documents” means, with respect to any Person, the certificate or
articles of incorporation, by-laws, or other organizational documents of such Person. 
 “Governmental Authority” means the
government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantor” means each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of
the Agreement. 
 “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified
pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify
substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas
liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any
radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million. 

“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy
Code. 
 “Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become
due, now existing or hereafter arising, of Loan Parties arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers. 

“Hedge Provider” means Wells Fargo or any of its Affiliates. 

“Increase” has the meaning specified therefor in Section 2.14. 

“Increase Date” has the meaning specified therefor in Section 2.14. 

“Increase Joinder” has the meaning specified therefor in Section 2.14. 

“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as
a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the
deferred purchase price of assets, (f) all monetary 

  
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22 








 
obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the
date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold
with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar
instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness,
and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and
(B) if applicable, the fair market value of such assets securing such obligation. Notwithstanding the foregoing, (1) trade payables, accrued expenses and operating leases incurred in the ordinary course of business and repayable in
accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses and (2) deferred tax liabilities shall not be considered
Indebtedness. 
 “Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.

 “Indemnified Person” has the meaning specified therefor in Section 10.3 of the Agreement. 

“Indemnified Taxes” means, any Taxes other than Excluded Taxes. 

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or
under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief. 
 “Intercompany Subordination Agreement” means an intercompany subordination agreement, dated as of the
Original Closing Date, executed and delivered by each Loan Party, and Agent, the form and substance of which is reasonably satisfactory to Agent. 

“Interest Expense” means, for any period, the aggregate of the interest expense of Loan Parties for such period, determined
on a consolidated basis in accordance with GAAP. 
 “Interest Period” means, with respect to each LIBOR Rate Loan, a period
commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3 , or 6 months thereafter or, if agreed to by all Lenders, 9 or 12
months thereafter; provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires,
(b) any Interest Period that would end on a day that is not a Business Day shall be 

  
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23 








 
extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day,
(c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period
shall end on the last Business Day of the calendar month that is 1, 2, 3, 6, 9, or 12 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an Interest Period which will end after the Maturity
Date. 
 “Inventory” means inventory (as that term is defined in the Code). 

“Inventory Reserves” means, as of any date of determination, (a) Landlord Reserves, (b) those reserves that Agent
deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves for slow moving Inventory and Inventory shrinkage) with respect to Eligible Inventory or the Maximum
Revolver Amount, and (c) with respect to Eligible In-Transit Inventory, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain with respect to
Eligible In-Transit Inventory or the Maximum Revolver Amount (i) for the estimated costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties, and other similar unpaid costs associated with the acquisition of such
Eligible In-Transit Inventory, plus (ii) for the estimated reclamation claims of unpaid sellers of such Eligible In-Transit Inventory. 

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in
the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable
arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are
or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or
decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment. 
 “IRC” means the Internal
Revenue Code of 1986, as in effect from time to time. 
 “ISP” means, with respect to any Letter of Credit, the
International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. 

“Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement,
or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such Letter of Credit. 

  
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 “Issuing Bank” means Wells Fargo or any other Lender that, at the request of
Borrowers and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.11 of the Agreement, and Issuing Bank shall be a Lender.

 “Landlord Reserve” means, as to each location at which a Borrower has Inventory or books and records located and as to
which a Collateral Access Agreement has not been received by Agent, a reserve in an amount equal to the greater of (a) the number of months rent for which the landlord will have, under applicable law, a Lien in the Inventory or Eligible
Equipment of such Borrower to secure the payment of rent or other amounts under the lease relative to such location, or (b) 3 months rent under the lease relative to such location. 

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

“Lender” has the meaning set forth in the preamble to the Agreement, shall include Issuing Bank and the Swing Lender, and
shall also include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or any one or more of them. 

“Lender Group” means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them.

 “Lender Group Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be
paid by any Loan Party under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with
Loan Parties under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and
endorsements, and environmental audits, (c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to Parent or its Subsidiaries, (d) Agent’s customary fees
and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses
incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable documented out-of-pocket costs and expenses paid or incurred by the
Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or
advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses of Agent related to any field examinations, appraisals, or valuation to
the extent of the fees and charges (and up to the amount of any limitation) provided in Section 2.10 of the Agreement, (h) Agent’s reasonable costs and expenses (including reasonable documented attorneys fees and expenses)
relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens
in and to the Collateral, or the Lender Group’s relationship 

  
 Schedule 1.1 – Page
25 








 
with Loan Parties, (i) Agent’s reasonable documented costs and expenses (including reasonable documented attorneys fees and due diligence expenses) incurred in advising, structuring,
drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to the rating of the Term Loan, CUSIP, DXSyndicateTM, SyndTrak or other communication costs incurred in
connection with a syndication of the loan facilities), or amending, waiving, or modifying the Loan Documents, and (j) Agent’s and each Lender’s reasonable documented costs and expenses (including reasonable documented attorneys,
accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including reasonable documented attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a
“workout,” a “restructuring,” or an Insolvency Proceeding concerning any Loan Party or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other
adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral. 
 “Lender
Group Representatives” has the meaning specified therefor in Section 17.9 of the Agreement. 
 “Lender-Related
Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents. 

“Letter of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Bank. 

“Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably
satisfactory to Agent, including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of the Agreement (including any fronting fees) will continue to
accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all
beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with a standby letter of
credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit
Fee and all fronting fees set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit). 

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

“Letter of Credit Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata
Share of the Letter of Credit Usage on such date. 
 “Letter of Credit Fee” has the meaning specified therefor in
Section 2.6(b) of the Agreement. 

  
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 “Letter of Credit Indemnified Costs” has the meaning specified therefor in
Section 2.11(f) of the Agreement. 
 “Letter of Credit Related Person” has the meaning specified therefor in
Section 2.11(f) of the Agreement. 
 “Letter of Credit Usage” means, as of any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit. 
 “Leverage Ratio” means, as of any date of determination
the result of (a) the amount of Parent’s Funded Indebtedness as of such date, to (b) Parent’s EBITDA for the 12 month period ended as of such date. 

“LIBOR Deadline” has the meaning specified therefor in Section 2.12(b)(i) of the Agreement. 

“LIBOR Notice” means a written notice in the form of Exhibit L-1 to the Agreement. 

“LIBOR Option” has the meaning specified therefor in Section 2.12(a) of the Agreement. 

“LIBOR Rate” means the rate per annum rate appearing on Macro*World’s (https://capitalmarkets.mworld.com; the
“Service”) Page BBA LIBOR—USD (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term,
and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by
Borrowers in accordance with the Agreement (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error. 

“LIBOR Rate Loan” means each portion of a Revolving Loan or the Term Loan that bears interest at a rate determined by
reference to the LIBOR Rate. 
 “LIBOR Rate Margin” has the meaning set forth in the definition of Applicable Margin. 

“LIBOR Rate Term Loan Margin” means four and one-half percent (4.50%). 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance,
easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention
agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing. 

  
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27 








 “Loan” shall mean any Revolving Loan, Swing Loan, Extraordinary Advance or Term
Loan made (or to be made) hereunder. 
 “Loan Account” has the meaning specified therefor in Section 2.9 of the
Agreement. 
 “Loan Documents” means the Agreement, the Control Agreements, the Copyright Security Agreement, any Borrowing
Base Certificate, the Fee Letter, the Security Agreement, the Intercompany Subordination Agreement, any guaranty, any Issuer Documents, the Letters of Credit, the Patent Security Agreement, the Trademark Security Agreement, any note or notes
executed by Borrowers in connection with the Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Loan Party and any member of the Lender Group in connection with
the Agreement. 
 “Loan Party” means any Borrower or any Guarantor. 

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time. 

“Material Adverse Effect” means (a) a material adverse effect in the business, operations, results of operations,
assets, liabilities or financial condition of Loan Parties, taken as a whole, (b) a material impairment of Loan Parties’ ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group’s
ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of
Agent’s Liens with respect to all or a material portion of the Collateral. 
 “Maturity Date” means June 28,
2018. 
 “Maximum Revolver Amount” means $90,000,000, decreased by the amount of reductions in the Revolver Commitments
made in accordance with Section 2.4(c) of the Agreement. 
 “Moody’s” has the meaning specified therefor
in the definition of Cash Equivalents. 
 “Net Cash Proceeds” means: 

(a) with respect to any sale or disposition by any Loan Party of assets, the amount of cash proceeds received (directly or indirectly) from
time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Loan Party, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any
Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under the Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in
connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party in connection with such sale or disposition, (iii) taxes paid or payable to


  
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28 








 
any taxing authorities by such Loan Party in connection with such sale or disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt
of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party, and are properly attributable to such transaction; and (iv) all amounts that are set aside as a reserve (A) for adjustments in respect of the
purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise
disposed of at the time of, or within 30 days after, the date of such sale or other disposition, to the extent that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or
set aside in a separate Deposit Account that is subject to a Control Agreement in favor of Agent and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of the Agreement at such time
when such amounts are no longer required to be set aside as such a reserve; and 
 (b) with respect to the issuance or incurrence of any
Indebtedness by any Loan Party, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Loan Party in
connection with such issuance or incurrence, after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party in connection with such issuance or incurrence,
(ii) taxes paid or payable to any taxing authorities by such Loan Party in connection with such issuance or incurrence, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash,
actually paid or payable to a Person that is not an Affiliate of any Loan Party, and are properly attributable to such transaction. 

“Net Orderly Liquidation Value” means, with respect to Eligible Equipment, at any time, the orderly liquidation value with
respect thereto as set forth in the most recent appraisal acceptable to Agent, upon which Agent is expressly entitled to rely, prepared by an appraiser acceptable to Agent, net (without duplication) of operating expenses, liquidation expenses and
commissions set forth in such appraisal; provided, that with respect to any particular item of Eligible Equipment, operating expenses, liquidation expenses and commissions will be such amount as reasonably determined by Agent. 

“Net Recovery Percentage” means, as of any date of determination, the percentage of the book value of Borrowers’
Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be determined as to each category of Inventory and to be as specified in the
most recent appraisal received by Agent from an appraisal company selected by Agent. 
 “Non-Consenting Lender” has the
meaning specified therefor in Section 14.2(a) of the Agreement. 
 “Non-Defaulting Lender” means each Lender
other than a Defaulting Lender. 
 “Obligations” means (a) all loans (including the Term Loan and the Revolving Loans
(inclusive of Extraordinary Advances and Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, 

  
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29 








 
regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Letters of Credit
(irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter),
Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all
covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of
money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that Borrowers are required to pay or reimburse
by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations. Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents include the
obligation to pay (i) the principal of the Revolving Loans and the Term Loan, (ii) interest accrued on the Revolving Loans and the Term Loan, (iii) the amount necessary to reimburse Issuing Bank for amounts paid or payable pursuant to
Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under the Agreement or any of the other Loan Documents, and (vii) indemnities and
other amounts payable by any Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof,
both prior and subsequent to any Insolvency Proceeding. Notwithstanding anything contained herein to the contrary, Obligations shall not include Excluded Hedge Obligations. 

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury. 

“Original Closing Date” means June 28, 2013. 

“Original Credit Agreement” means that certain Credit Agreement dated as of June 28, 2013, by and among Agent, Borrowers
(other than PPPI) and Original Lenders. 
 “Original Lender” means the Lenders party to the Original Credit Agreement. 

“Original Obligations” means the “Obligations” as defined in the Original Credit Agreement. 

“Originating Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement. 

“Overadvance” means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set
forth in Section 2.1 or Section 2.11. 
 “Parent” has the meaning specified therefor in the
preamble to the Agreement. 

  
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 “Participant” has the meaning specified therefor in Section 13.1(e)
of the Agreement. 
 “Participant Register” has the meaning set forth in Section 13.1(i) of the Agreement. 

“Patent Security Agreement” has the meaning specified therefor in the Security Agreement. 

“Patriot Act” has the meaning specified therefor in Section 4.13 of the Agreement. 

“Perfection Certificate” means a certificate in the form of Exhibit P-1 to the Agreement. 

“Permitted Acquisition” means any (x) with respect to any Acquisition with an aggregate Purchase Price of less than
$10,000,000, any such Acquisition so long as: 
 (a) no Default or Event of Default shall have occurred and be continuing or would result
from the consummation of the proposed Acquisition and the proposed Acquisition is consensual, 
 (b) Borrowers shall have Excess Cash in an
amount equal to or greater than the greater of $13,125,000 and 17.5% of the Maximum Revolver Amount immediately after giving effect to the consummation of the proposed Acquisition, 

(c) the assets being acquired or the Person whose Equity Interests are being acquired did not have EBITDA during the 12 consecutive month
period most recently concluded prior to the date of the proposed Acquisition that is less than negative $1,000,000, and 
 (d) the subject
assets or Equity Interests, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is a Loan Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or
5.12 of the Agreement, as applicable, of the Agreement and, in the case of an acquisition of Equity Interests, the applicable Loan Party shall have demonstrated to Agent that the new Loan Parties have received consideration sufficient to make
the joinder documents binding and enforceable against such new Loan Parties. 
 and (y) with respect to any other Acquisition, any such Acquisition so
long as: 
 (a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed
Acquisition and the proposed Acquisition is consensual, 
 (b) no Indebtedness will be incurred, assumed, or would exist with respect to
Parent or its Subsidiaries as a result of such Acquisition, other than Indebtedness permitted under clauses (f) or (g) of the definition of Permitted Indebtedness and no Liens will be incurred, assumed, or would exist with respect to the
assets of Parent or its Subsidiaries as a result or such Acquisition other than Permitted Liens, 

  
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 (c) Borrowers have provided Agent with written confirmation, supported by reasonably detailed
calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case,
determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Parent and Agent) created by adding the historical combined financial
statements of Parent (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to
be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition, Parent and its Subsidiaries (i) would have been in compliance with the financial covenants in Section 7
of the Agreement for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition, and (ii) are projected to be in compliance with the financial covenants in Section 7 of the
Agreement for the 4 fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition, 
 (d)
Borrowers have provided Agent with its due diligence package relative to the proposed Acquisition, including forecasted balance sheets, profit and loss statements, and cash flow statements of the Person or assets to be acquired, all prepared on a
basis consistent with such Person’s (or assets’) historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the 1 year period following the date of the proposed Acquisition,
on a quarter by quarter basis, in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to Agent, 

(e) Borrowers shall have Excess Cash in an amount equal to or greater than the greater of $13,125,000 and 17.5% of the Maximum Revolver Amount
immediately after giving effect to the consummation of the proposed Acquisition; provided, that, with respect to the PPPI Acquisition, Borrowers shall have Excess Cash in an amount equal to or greater than $9,000,000, 

(f) the assets being acquired or the Person whose Equity Interests are being acquired did not have negative EBITDA during the 12 consecutive
month period most recently concluded prior to the date of the proposed Acquisition, 
 (g) Borrowers have provided Agent with written notice
of the proposed Acquisition at least 15 Business Days prior to the anticipated closing date of the proposed Acquisition and, not later than 5 Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition
agreement and other material documents relative to the proposed Acquisition, which agreement and documents must be reasonably acceptable to Agent, 

(h) the assets being acquired (other than a de minimis amount of assets in relation to Parent’s and their Subsidiaries’ total
assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Parent and its Subsidiaries or a business reasonably related thereto, 

  
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 (i) the assets being acquired (other than a de minimis amount of assets in relation to the assets
being acquired) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States, and 

(j) the subject assets or Equity Interests, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is a Loan
Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or 5.12 of the Agreement, as applicable, of the Agreement and, in the case of an acquisition of Equity Interests, the applicable
Loan Party shall have demonstrated to Agent that the new Loan Parties have received consideration sufficient to make the joinder documents binding and enforceable against such new Loan Parties. 

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

(a) sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the
ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of Loan Parties, 
 (b) sales
of Inventory to buyers in the ordinary course of business, 
 (c) the use or transfer of money or Cash Equivalents in a manner that is not
prohibited by the terms of the Agreement or the other Loan Documents, 
 (d) the licensing, on a non-exclusive basis, of patents, trademarks,
copyrights, and other intellectual property rights in the ordinary course of business, 
 (e) the granting of Permitted Liens, 

(f) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof, 
 (g) any involuntary loss, damage or destruction of property, 

(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of
use of property, 
 (i) the leasing or subleasing of assets of Loan Parties in the ordinary course of business, 

(j) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Parent, 

  
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 (k) (i) the lapse of registered patents, trademarks, copyrights and other intellectual
property of Loan Parties to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in
each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lender Group, 

(l) the making of Restricted Payments that are expressly permitted to be made pursuant to the Agreement, 

(m) the making of Permitted Investments, 

(n) transfers of assets (i) from Parent or any of its Subsidiaries to a Loan Party, and (ii) from any Subsidiary of Parent that is
not a Loan Party to any other Subsidiary of Parent, 
 (o) dispositions of assets (other than Eligible Accounts or Eligible Inventory)
acquired by Parent and its Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the
fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of Parent and its Subsidiaries, and (iii) the assets to be so disposed are readily identifiable
as assets acquired pursuant to the subject Permitted Acquisition, 
 (p) sales or dispositions of assets that do not constitute Collateral,
and 
 (q) sales or dispositions of assets (other than Accounts, Inventory or Equity Interests of Subsidiaries of Parent (other than in
connection with the sale of all or substantially all of the Equity Interests of any such Subsidiary)) not otherwise permitted in clauses (a) through (p) above so long as made at fair market value and the aggregate fair market value of all
assets disposed of in any fiscal year (including the proposed disposition) would not exceed $2,000,000. 
 “Permitted Extended Term
Account” means any Account owed by Bandit Industries, Inc., Morbark Inc. or an Account Debtor with payment terms in excess of 60 days. 

“Permitted Holders” means Gary Winemaster and Kenneth Winemaster, collectively. 

“Permitted Indebtedness” means: 

(a) Indebtedness evidenced by the Agreement or the other Loan Documents, 

(b) Indebtedness set forth on Schedule 4.14 to the Agreement and any Refinancing Indebtedness in respect of such Indebtedness, 

(c) Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness, 

  
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 (d) endorsement of instruments or other payment items for deposit, 

(e) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal
bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions;
and (iii) unsecured guarantees with respect to Indebtedness of any Loan Party, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness, 

(f) unsecured Indebtedness of any Loan Party that is incurred on the date of the consummation of a Permitted Acquisition solely for the purpose
of consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such
unsecured Indebtedness does not mature prior to the date that is 12 months after the Maturity Date, (iv) such unsecured Indebtedness does not amortize until 12 months after the Maturity Date, (v) such unsecured Indebtedness does not
provide for the payment of interest thereon in cash or Cash Equivalents prior to the date that is 12 months after the Maturity Date, and (vi) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions
reasonably satisfactory to Agent, 
 (g) Acquired Indebtedness in an amount not to exceed $500,000 outstanding at any one time, 

(h) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds, 

(i) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to any Loan Party, so long as the amount of
such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,

 (j) the incurrence by any Loan Party of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the
interest rate, commodity, or foreign currency risks associated with Loan Parties’ operations and not for speculative purposes, 
 (k)
Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or
“p-cards”), or Cash Management Services, 
 (l) contingent liabilities in respect of any indemnification obligation, adjustment of
purchase price, non-compete, or similar obligation of any Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions, 

(m) Indebtedness composing Permitted Investments, 

  
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 (n) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and
other like services, in each case, incurred in the ordinary course of business, 
 (o) unsecured Indebtedness of Parent owing to employees,
former employees, officers, former officers, directors, or former directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the redemption by Parent of the Equity Interests of Parent that has been issued
to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $250,000, and
(iii) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions reasonably acceptable to Agent, 

(p) Indebtedness in an aggregate outstanding principal amount not to exceed $100,000 at any time outstanding for all Subsidiaries of Parent
that are CFCs; provided, that such Indebtedness is not directly or indirectly recourse to any of the Loan Parties or of their respective assets, 

(q) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on
Indebtedness that otherwise constitutes Permitted Indebtedness, 
 (r) Subordinated Indebtedness, the aggregate outstanding amount of which
does not exceed $5,000,000, 
 (s) obligations in respect of tooling and design incurred pursuant to long term supply agreements in existence
on the Closing Date or entered into in the ordinary course of business, 
 (t) at any time prior to May 15, 2014, the SBA Indebtedness in an
aggregate amount not to exceed $2,500,000, provided that (i) such Indebtedness is the obligation solely of PPPI and not any other Loan Party and (ii) such Indebtedness is not secured by a Lien on the assets of any Loan Party (including PPPI), and

 (u) any other unsecured Indebtedness incurred by Parent or any of its Subsidiaries in an aggregate outstanding amount not to exceed
$500,000 at any one time. 
 “Permitted Intercompany Advances” means loans made by (a) a Loan Party to another Loan
Party, and (b) a Subsidiary of Parent that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement. 

“Permitted Investments” means: 

(a) Investments in cash and Cash Equivalents, 

(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business, 

(c) advances made in connection with purchases of goods or services in the ordinary course of business, 

  
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 (d) Investments received in settlement of amounts due to any Loan Party or any of its
Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan
Party or its Subsidiaries, 
 (e) Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on
Schedule P-1 to the Agreement, 
 (f) guarantees permitted under the definition of Permitted Indebtedness, 

(g) Permitted Intercompany Advances, 

(h) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to
a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, 

(i) deposits of cash made in the ordinary course of business to secure performance of operating leases, 

(j) (i) non-cash loans and advances to employees, officers, and directors of any Loan Party for the purpose of purchasing Equity Interests
in Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Parent, and (ii) loans and advances to employees and officers of any Loan Party in the ordinary course of business for any other
business purpose and in an aggregate amount not to exceed $250,000 at any one time, 
 (k) Permitted Acquisitions, 

(l) Investments resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is
permitted under clause (j) of the definition of Permitted Indebtedness, 
 (m) equity Investments by any Loan Party in any Subsidiary of
such Loan Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law, 

(n) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or
in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition, 
 (o) so long as no Event of
Default has occurred and is continuing or would result therefrom and Excess Cash in an amount equal to or greater than the greater of $13,125,000 and 17.5% of the Maximum Revolver Amount immediately after giving effect to the consummation of the
proposed Investment, any other Investments consisting of joint ventures (whether or not 50/50 owned with a third party) that are not Subsidiaries, and 

(p) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not
to exceed $500,000 during the term of the Agreement. 

  
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 “Permitted Liens” means 

(a) Liens granted to, or for the benefit of, Agent to secure the Obligations, 

(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do
not have priority over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests, 

(c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under
Section 8.3 of the Agreement, 
 (d) Liens set forth on Schedule P-2 to the Agreement; provided, that to qualify as
a Permitted Lien, any such Lien described on Schedule P-2 to the Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof, 

(e) the interests of lessors under operating leases and non-exclusive licensors under license agreements, 

(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase
Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any
Refinancing Indebtedness in respect thereof, 
 (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers,
mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted
Protests, 
 (h) Liens on amounts deposited to secure Loan Parties’ obligations in connection with worker’s compensation or other
unemployment insurance, 
 (i) Liens on amounts deposited to secure Loan Parties’ obligations in connection with the making or entering
into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money, 
 (j) Liens on
amounts deposited to secure Loan Parties’ reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business, 

(k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the
use or operation thereof, 
 (l) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the
ordinary course of business, 

  
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 (m) Liens that are replacements of Permitted Liens to the extent that the original Indebtedness
is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness, 

(n) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent
incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business, 
 (o) Liens granted in the ordinary
course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness, 

(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods, 
 (q) Liens solely on any cash earnest money deposits made by any Loan Party in connection with any letter of intent
or purchase agreement with respect to a Permitted Acquisition, 
 (r) Liens assumed by any Loan Party in connection with a Permitted
Acquisition that secure Acquired Indebtedness, 
 (s) Liens securing Subordinated Indebtedness permitted under clause (t) of the
definition of Permitted Indebtedness; and 
 (t) other Liens which do not secure Indebtedness for borrowed money or letters of credit and as
to which the aggregate amount of the obligations secured thereby does not exceed $250,000. 
 “Permitted Protest” means the
right of any Loan Party to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve
with respect to such obligation is established on Loan Parties’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by such Loan Party, as applicable, in good
faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens. 

“Permitted Purchase Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate
principal amount outstanding at any one time not in excess of $5,000,000. 

  
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 “Person” means natural persons, corporations, limited liability companies,
limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political
subdivisions thereof. 
 “Platform” has the meaning specified therefor in Section 17.9(c) of the Agreement.

 “Post-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14 of the Agreement. 

“PPPI” has the meaning specified therefor in the preamble to the Agreement. 

“PPPI Acquisition” means the transactions contemplated by the PPPI Acquisition Documents. 

“PPPI Acquisition Documents” means that certain Stock Purchase Agreement dated as of April 1, 2014 among Parent, CKT
Holdings, Inc., Carl L. Trent, individually and as seller representative, and Kenneth C. Trent, and all agreements, documents and instruments executed and/or delivered pursuant thereto or in connection therewith. 

“Pre-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14 of the Agreement. 

“Projections” means Parent’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash
flow statements, all prepared on a basis consistent with Parent’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions. 

“Pro Rata Share” means, as of any date of determination: 

(a) with respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such Lender’s right to
receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations and other matters related to the Revolver Commitments or the Revolving Loans, the percentage obtained by dividing
(i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, 
 (b) with respect to
a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation to reimburse Issuing Bank, and with respect to such Lender’s right to receive payments of Letter of Credit Fees, and with respect
to all other computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided,
that if all of the Revolving Loans have been repaid in full and all Revolver Commitments have been terminated, but Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined as if the Revolver Commitments had not been
terminated and based upon the Revolver Commitments as they existed immediately prior to their termination, 

  
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 (c) with respect to a Lender’s obligation to make all or a portion of the Term Loan, with
respect to such Lender’s right to receive payments of interest, fees, and principal with respect to the Term Loan, and with respect to all other computations and other matters relating to the Term Loan Commitments or the Term Loan, the
percentage obtained by dividing (i) the Term Loan Exposure of such Lender by (ii) the aggregate Term Loan Exposure of all Lenders, and 

(d) with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising
under Section 15.7 of the Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable
percentage may be adjusted by assignments permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full, all Letters of Credit have been made the subject of Letter of Credit Collateralization, and
all Commitments have been terminated, Pro Rata Share under this clause shall be determined as if the Revolving Loan Exposures had not been repaid, collateralized, or terminated and shall be based upon the Revolving Loan Exposures as they existed
immediately prior to their repayment, collateralization, or termination. 
 “Protective Advances” has the meaning specified
therefor in Section 2.3(d)(i) of the Agreement. 
 “Public Lender” has the meaning specified therefor in
Section 17.9(c) of the Agreement. 
 “Purchase Price” means, with respect to any Acquisition, an amount equal to
the aggregate consideration, whether cash, property or securities (including the fair market value of any Equity Interests of Parent issued in connection with such Acquisition and including the maximum amount of Earn-Outs), paid or delivered by
Parent or one of its Subsidiaries in connection with such Acquisition (whether paid at the closing thereof or payable thereafter and whether fixed or contingent), but excluding therefrom (a) any cash of the seller and its Affiliates used to
fund any portion of such consideration and (b) any cash or Cash Equivalents acquired in connection with such Acquisition. 

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers
that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary
located within the United States. 
 “Qualified ECP Guarantor” means, in respect of any Hedge Obligation, each Loan Party
that has total assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible
contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

  
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 “Qualified Equity Interest” means and refers to any Equity Interests issued by
Parent (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest. 
 “Real Property” means
any estates or interests in real property now owned or hereafter acquired by any Loan Party and the improvements thereto. 

“Receivable Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in
its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves for rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts or the Maximum Revolver Amount. 

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is
retrievable in perceivable form. 
 “Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness
so long as: 
 (a) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so
refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto, 

(b) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing,
renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders, 

(c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and
conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and 

(d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other
than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended. 

“Register” has the meaning set forth in Section 13.1(h) of the Agreement. 

“Registered Loan” has the meaning set forth in Section 13.1(h) of the Agreement. 

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

  
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 “Remedial Action” means all actions taken to (a) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation
and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws. 

“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement. 

“Report” has the meaning specified therefor in Section 15.16 of the Agreement. 

“Required Availability” means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $9,000,000.

 “Required Lenders” means, at any time, Lenders having or holding more than 50% of the sum of (a) the aggregate
Revolving Loan Exposure of all Lenders, plus (b) the aggregate Term Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure and Term Loan Exposure of any Defaulting Lender shall be disregarded in the
determination of the Required Lenders, and (ii) at any time there are 2 or more Lenders, “Required Lenders” must include at least 2 Lenders (who are not Affiliates of one another). 

“Reserves” means, as of any date of determination, those reserves (other than Receivable Reserves, Bank Product Reserves, and
Inventory Reserves) that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves with respect to (a) sums that Parent or its Subsidiaries are
required to pay under any Section of the Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay,
(b) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a
priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority
under applicable law) in and to such item of the Collateral, and (c) the amount, if any, by which the Fixed Asset Sub-Line Amount at any time exceeds 85% of the Net Orderly Liquidation Value of all Eligible Equipment (after taking into account
any sale or disposition of Eligible Equipment)) with respect to the Borrowing Base or the Maximum Revolver Amount. 
 “Restricted
Payment” means to (a) declare or pay any dividend or make any other payment or distribution, directly or indirectly, on account of Equity Interests issued by Parent (including any payment in connection with any merger or consolidation
involving Parent) or to the direct or indirect holders of Equity Interests issued by Parent in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Parent, or (b) purchase, redeem, make
any sinking fund or similar payment, or otherwise acquire or retire 

  
 Schedule 1.1 – Page
43 








 
for value (including in connection with any merger or consolidation involving Parent) any Equity Interests issued by Parent, (c) make any payment to retire, or to obtain the surrender of,
any outstanding warrants, options, or other rights to acquire Equity Interests of Parent now or hereafter outstanding, and (d) make, or cause or suffer to permit Parent or any of its Subsidiaries to make, any payment or prepayment of principal
of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness. 

“Revolver Commitment” means, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all
Revolving Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance
pursuant to which such Revolving Lender became a Revolving Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the
Agreement. 
 “Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding
Revolving Loans (inclusive of Swing Loans and Protective Advances), plus (b) the amount of the Letter of Credit Usage. 

“Revolving Lender” means a Lender that has a Revolving Loan Commitment or that has an outstanding Revolving Loan. 

“Revolving Loan Exposure” means, with respect to any Revolving Lender, as of any date of determination (a) prior to the
termination of the Revolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate outstanding principal amount of the Revolving Loans of such Lender. 

“Revolving Loans” has the meaning specified therefor in Section 2.1(a) of the Agreement. 

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country,
(c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and
enforced by OFAC. 
 “Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by
OFAC. 
 “SBA Indebtedness” means Indebtedness owing by PPPI pursuant to that certain SBA Loan # 54366450-10 to the
Wisconsin Business Development Finance Corporation. 
 “SBA Reserve” has the meaning specified therefor in Section
2.4(f)(v) of the Agreement. 
 “S&P” has the meaning specified therefor in the definition of Cash Equivalents. 

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

“Securities Account” means a securities account (as that term is defined in the Code). 

  
 Schedule 1.1 – Page
44 








 “Securities Act” means the Securities Act of 1933, as amended from time to time,
and any successor statute. 
 “Security Agreement” means a guaranty and security agreement, dated as of the Original
Closing Date, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Borrowers and each of the Guarantors to Agent. 

“Settlement” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement. 

“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement. 

“Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of
such Person’s debts (including contingent liabilities) is less than all of such Person’s assets (which for this purpose, shall include, without limitation, rights of contribution in respect of obligations for which such Person has provided
a guarantee), (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining
with such Person is an unreasonably small capital, and (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity
or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of
this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual
or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 450). 

“Standard Letter of Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices
applicable in the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the
case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as
chosen in the applicable Letter of Credit. 
 “Subordinated Indebtedness” means any unsecured Indebtedness of any Loan
Party incurred from time to time that is subordinated in right of payment to the Obligations in a manner satisfactory to Agent and contains terms, including without limitation, payment terms, satisfactory to Agent. 

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person
directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity. 

  
 Schedule 1.1 – Page
45 








 “Supermajority Lenders” means, at any time, Lenders having or holding more than
66 2/3% of the sum of (a) the aggregate Revolving Loan Exposure of all Lenders, plus (b) the aggregate Term Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure and Term Loan Exposure of any Defaulting
Lender shall be disregarded in the determination of the Required Lenders, and (ii) at any time there are 2 or more Lenders, “Supermajority Lenders” must include at least 2 Lenders (who are not Affiliates of one another). 

“Swing Lender” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees,
in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of the Agreement. 
 “Swing
Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement. 
 “Swing Loan Exposure”
means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Swing Loans on such date. 

“Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. 

“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement. 

“Term Loan” has the meaning specified therefor in Section 2.2 of the Agreement. 

“Term Loan Amount” means $5,000,000. 

“Term Loan Commitment” means, with respect to each Lender, its Term Loan Commitment, and, with respect to all Lenders, their
Term Loan Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a
Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement. 

“Term Loan Exposure” means, with respect to any Term Loan Lender, as of any date of determination (a) prior to the
funding of the Term Loan, the amount of such Lender’s Term Loan Commitment, and (b) after the funding of the Term Loan, the outstanding principal amount of the Term Loan held by such Lender. 

“Term Loan Lender” means a Lender that has a Term Loan Commitment or that has a portion of the Term Loan. 

“Threshold Amount” means the greater of $9,375,000 and 12.5% of the Maximum Revolver Amount. 

  
 Schedule 1.1 – Page
46 








 “Trademark Security Agreement” has the meaning specified therefor in the
Security Agreement. 
 “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary
Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. 

“United States” means the United States of America. 

“Unused Line Fee” has the meaning specified therefor in Section 2.10(b) of the Agreement. 

“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement. 

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association. 

“Wholly-owned Subsidiary” means a Subsidiary of Parent of which all of the issued and outstanding Equity Interests (other
than directors’ qualifying shares as required by law) are owned by Parent and/or one or more Wholly-owned Subsidiaries within the meaning of this definition. 

  
 Schedule 1.1 – Page
47 








 EXHIBIT A-1 

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of
                                 between
                                 (“Assignor”) and
                                        
(“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit
Agreement. 
 1. In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the
Assignor, and Assignor’s portion of the Commitments, all to the extent specified on Annex I. 
 2. The Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements,
representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of their respective obligations under the
Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to
Assignor’s share of the Revolving Loans assigned hereunder, as reflected on Assignor’s books and records. 
 3. The Assignee
(a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) confirms that it is an Eligible Transferee; (d) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their
terms all of the obligations which 







 
by the terms of the Loan Documents are required to be performed by it as a Lender; [and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that
all such payments are subject to such rates at a rate reduced by an applicable tax treaty.] 
 4. Following the execution of this
Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest to
occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $5,000 (if required by the Credit Agreement),
(c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I. 
 5. As of the Settlement Date
(a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and
(b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided,
however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 15 and
Section 17.9(a) of the Credit Agreement. 
 6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as
set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor
for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any
interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other
charge relates to the period of time from and after the Settlement Date. 
 7. This Assignment Agreement may be executed in counterparts and
by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by
telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart. 

8. THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE
SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

  
 -2- 








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

			
	 [NAME OF ASSIGNOR]
 as
Assignor

		
	By	 	  

		 	 Name:
 Title:

	
	 [NAME OF ASSIGNEE]
 as
Assignee

		
	By	 	  

		 	 Name:
 Title:



  

			
	ACCEPTED THIS          DAY OF        
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent

		
	By	 	  

		 	 Name:
 Title:


  

			
	[POWER SOLUTIONS INTERNATIONAL, INC.
	a Delaware corporation
		
	By: 	 	  

	 Name:
 Title:
	 	
	
	PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation
		
	By: 	 	  

	 Name:
 Title:]1
	 	

  

	1 	Borrower signatures to be included if Borrowers’ consent is required pursuant to Section 13.1 of the Credit Agreement. 


  
 -3- 








 ANNEX FOR ASSIGNMENT AND ACCEPTANCE 

ANNEX I 
  

	1.	Borrowers: Power Solutions International, Inc., Professional Power Products, Inc. and the other parties from time to time party thereto as borrowers 


 

	2.	Name and Date of Credit Agreement: 

 Amended and Restated Credit Agreement dated as of
April 1, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Borrowers, the lenders party thereto as “Lenders”, Wells Fargo Bank, National
Association, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers, Wells Fargo as lead arranger and Wells Fargo as book runner. 

 

											
	 	3.	  	  	Date of Assignment Agreement:	  				 	
				  		  				 	  

				
	 	4.	  	  	Amounts:	  				 	
				
	 	    (a)	  	  	Assigned Amount of Revolver Commitment	  	 	$	  	 	
				  		  				 	  

				
	 	    (b)	  	  	Assigned Amount of Revolving Loans	  	 	$	  	 	
				  		  				 	  

				
	 	    (c)	  	  	Assigned Amount of Term Loan	  	 	$	  	 	
				  		  				 	  

				
	 	5.	  	  	Settlement Date:	  				 	
				  		  				 	  

				
	 	6.	  	  	Purchase Price	  	 	$	  	 	
				  		  				 	  

				
	 	7.	  	  	Notice and Payment Instructions, etc.	  				 	

  

							
		 	Assignee:	  	Assignor:	  	
		 	      
	  	      
	  	
		 	      
	  	      
	  	
		 	      
	  	      
	  	








 EXHIBIT B-1 

FORM OF BORROWING BASE CERTIFICATE 
 Wells
Fargo Bank, National Association 
 150 South Wacker Drive, Suite 2200 

Chicago, Illinois 60606 
 Attn: 

The undersigned, Power Solutions International, Inc. (“Parent”), pursuant to Schedule 5.2 of that certain Amended and Restated
Credit Agreement dated as of April 1, 2014 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Parent and Professional Power Products, Inc.
(“PPPI”), as borrowers, each other borrower form time to time party thereto (together with Parent and PPPI, collectively, the “Borrowers”, and each, a “Borrower”), the lenders party thereto as
“Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), Wells Fargo Bank, National Association, a national banking association (“Wells
Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”), Wells Fargo as lead arranger
and Wells Fargo as book runner, hereby certifies to Agent that the items set forth on Schedule 1 attached hereto, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct,
and that Borrowers are in compliance with and, after giving effect to any currently requested Revolving Loans, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement. 

All initially capitalized terms used in this Borrowing Base Certificate have the meanings set forth in the Credit Agreement unless
specifically defined herein. 
 Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of
Borrowers that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, and as of the effective date of any advance, continuation or conversion requested above is true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and except to the extent that such representations and
warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) each of the covenants and agreements contained in any Loan Document
have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after
giving effect to the request above, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit
Agreement. 







 
			
	 POWER SOLUTIONS INTERNATIONAL, INC.

as Parent

		
	By:	 	  

	Title:	 	  










 Schedule 1 

See attached 







 EXHIBIT C-1 

FORM OF COMPLIANCE CERTIFICATE 

[on Parent’s letterhead] 
  

	To:	Wells Fargo Bank, National Association 

 150 South Wacker Drive, Suite 2200 

Chicago, Illinois 60606 
 Attn:
Portfolio Manager- Power Solutions International 
 Re: Compliance Certificate dated
                    , 20          

Ladies and Gentlemen: 
 Reference is made to that
certain Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among by and among Power Solutions
International, Inc., a Delaware corporation (“Parent”), and Professional Power Products, Inc., an Illinois corporation (“PPPI”), as borrowers, each other borrower from time to time party thereto (each a
“Borrower”, and collectively, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a
“Lender”), Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity,
together with its successors and assigns in such capacity, the “Agent”), Wells Fargo as lead arranger and Wells Fargo as book runner. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement. 
 Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Parent hereby
certifies as of the date hereof that: 
 1. The financial information of Parent and its Subsidiaries furnished in Schedule 1 attached hereto,
has been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for year-end audit adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Parent and its
Subsidiaries as of the date set forth therein. 
 2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to
be made under his/her supervision, a review in reasonable detail of the transactions and financial condition of Parent and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to
Section 5.1 of the Credit Agreement. 
 3. Such review has not disclosed the existence on and as of the date hereof, and the
undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, in each case
specifying the nature and period of existence thereof and what action Parent and/or its Subsidiaries have taken, are taking, or propose to take with respect thereto. 







 4. Except as set forth on Schedule 3 attached hereto, the representations and warranties
of Parent and its Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier
date. 
 5. [As of the date hereof, Parent and its Subsidiaries are in compliance with the covenants contained in Section 7 of the
Credit Agreement as demonstrated on Schedule 4 hereof.]2 
 6. [As of the date
hereof, (i) Borrowers’ Fixed Charge Coverage Ratio is to 1.00 and (ii) Borrowers’ Leverage Ratio is          to 1.00, as demonstrated on Schedule 4 hereof.]3 
  

	2 	Use this language if financial covenant compliance is required pursuant to Section 7 of the Credit Agreement. 


	3 	Use this language if financial covenant compliance is not required pursuant to Section 7 of the Credit Agreement. Clause (ii) should be included only if the Term Loan has not been repaid in full.



  
 -2- 








 IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this
                     day of
                    ,                   
 . 
  

			
	 POWER SOLUTIONS INTERNATIONAL, INC.,

as Parent

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 -3- 








 SCHEDULE 1 

Financial Information 







 SCHEDULE 2 

Default or Event of Default 







 SCHEDULE 3 

Representations and Warranties 







 SCHEDULE 4 

Financial Covenants 
  

	1.	Fixed Charge Coverage Ratio. 

 Borrowers’ Fixed Charge Coverage Ratio,
measured on a month-end basis, for the          month period ending                     ,
         20        , is          :1.0, [which ratio [is/is not] greater than or equal to the ratio
set forth in Section 7 of the Credit Agreement for the corresponding period.]4 
  

	2.	Leverage Ratio.5 


Borrowers’ Leverage Ratio, measured on a month-end basis as of
                             , 20        , is
        :1.0, [which ratio [is/is not] greater than or equal to the ratio set forth in Section 7 of the Credit Agreement for the corresponding date.]6 
  
  

	4 	Bracketed language to be included only to the extent financial covenant compliance is required pursuant to Section 7 of the Credit Agreement. 


	5 	Include Leverage Ratio calculation only if the Term Loan has not been repaid in full. 


	6 	Bracketed language to be included only to the extent financial covenant compliance is required pursuant to Section 7 of the Credit Agreement. 








 EXHIBIT L-1 

FORM OF LIBOR NOTICE 
 Wells Fargo Bank,
National Association, as Agent 
 under the below referenced Credit Agreement 

150 South Wacker Drive, Suite 2200 
 Chicago, Illinois 60606 

Ladies and Gentlemen: 
 Reference hereby is made
to that certain Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Power Solutions International,
Inc., a Delaware corporation, as borrower (“Parent”), Professional Power Products, Inc., an Illinois corporation (“PPPI”), each other borrower from time to time party thereto (together with Parent and PPPI, each a
“Borrower”, and collectively, the “Borrowers”), the lenders party thereto as “Lenders”, Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as
administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”), Wells Fargo as lead arranger and Wells Fargo as book
runner. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 

This LIBOR Notice represents Borrowers’ request to elect the LIBOR Option with respect to outstanding Revolving Loans in the amount of $
                     (the “LIBOR Rate Advance”)[, and is a written confirmation of the telephonic notice of such election
given to Agent]. 
 The LIBOR Rate Advance will have an Interest Period of [1, 2, 3 or 6] month(s) commencing on
                    . 
 This
LIBOR Notice further confirms Borrowers’ acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement. 

Each Borrower represents and warrants that (i) as of the date hereof, the representations and warranties of Parent or its Subsidiaries
contained in this Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier
date)), (ii) each of the covenants and agreements contained in any 








 Wells Fargo Bank, National Association, as Agent 

Page 2 
  

 Loan Document have been performed (to the extent required to be performed on or before the date hereof or
each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. 

  
 -2- 









 Wells Fargo Bank, National Association, as Agent 

Page 3 
  

  

			
	Dated:	 	
	
	POWER SOLUTIONS INTERNATIONAL, INC. a Delaware corporation, as a Borrower
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation, as a Borrower
		
	By:	 	 
	Name:	 	 
	Title:	 	]


  

			
	[                                    
                                         
       , a                     , as a Borrower
		
	By:	 	 
	Name:	 	 
	Title:	 	]



  
 -3- 









 Wells Fargo Bank, National Association, as Agent 

Page 4 
  

  

			
	Acknowledged by:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent
		
	By	 	 
	Name:	 	 
	Title:	 	 


  
 -4- 








 EXHIBT P-1 

AMENDED AND RESTATED PERFECTION CERTIFICATE 

Reference is hereby made to (a) that certain Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended, restated,
supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among POWER SOLUTIONS INTERNATIONAL, INC., as parent (“Parent”), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation
(“PPPI”), the other Persons from time to time party thereto as borrowers (together with Parent and PPPI, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its
successors and permitted assigns, is referred to hereinafter as a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for
each Lender and for the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and (b) that certain Guaranty and Security Agreement dated as of June 28, 2013 (as
amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”) by and among Borrowers, Guarantors and Agent. 

All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement. Any terms
(whether capitalized or lower case) used in this Perfection Certificate that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to
the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. As used herein, the term
“Loan Parties” shall mean the “Loan Parties” as that term is defined in the Credit Agreement and “Code” shall mean the “Code” as that term is defined in the Guaranty and Security Agreement. 

1. The undersigned, the Chief Financial Officer of Parent, each Borrower and each Guarantor, hereby certifies (in my capacity as Chief
Financial Officer and not in my individual capacity) to Agent and each of the other Lenders and the Bank Product Providers as follows as of
                     : 
 2.
Names. 
 (a) The exact legal name of each Loan Party, as such name appears in its certified certificate of incorporation, articles of
incorporation, certificate of formation, articles of organization or any other organizational document, is set forth in Schedule 1(a). Each Loan Party is (i) the type of entity disclosed next to its name in
Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Loan
Party that is a registered organization, the Federal Taxpayer Identification Number of each Loan Party and the jurisdiction of formation of each Loan Party. Each Loan Party has qualified to do business in the states listed on Schedule
1(a). 
 (b) Set forth in Schedule 1(b) hereto is a list of any other legal names each Loan Party has had in the past
five years, together with the date of the relevant name change. 
 (c) Set forth in Schedule 1(c) is a list of all other names
used by each Loan Party in connection with any business or organization to which such Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise or on any filings with
the Internal Revenue Service, in each case, at any time in the past five years. Except as set forth in Schedule 1(c), no Loan Party has changed its jurisdiction of organization at any time during the past four months. 







 3. Chief Executive Offices; Locations. 

(a) The chief executive office of each Loan Party is located at the address set forth in Schedule 2(a) hereto. 

(b) The locations of each Loan Party at which it conducts any business or has any assets are set forth in Schedule 2(b) hereto.
Schedule 2(c) sets forth all third parties (“Bailees”) with possession of any Collateral (including inventory and equipment) of the Loan Parties, including the name and address of such Bailee, a description of the inventory
and equipment in such Bailee’s possession and the location of such inventory and equipment (if none please so state). 
 4. Real
Property. Attached hereto as Schedule 3 is a list of all (i) Real Property (as defined in the Guaranty and Security Agreement) of each Loan Party, (ii) filing offices for any mortgages encumbering the Real Property or to
encumber, the Real Property as of the Closing Date, (iii) common names, addresses and uses of each parcel of Real Property (stating improvements located thereon) and (iv) other information relating thereto required by such Schedule. Except
as described on Schedule 3 attached hereto: (A) no Loan Party has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or
grantor with respect to any of the real property described on Schedule 3 and (B) no Loan Party has any leases which require the consent of the landlord, tenant or other party thereto to the transactions contemplated by the Loan
Documents. 
 5. Extraordinary Transactions. Except for those purchases, mergers, acquisitions, consolidations, and other transactions
described on Schedule 4 attached hereto, all of the Collateral has been originated by each Loan Party in the ordinary course of business or consists of goods which have been acquired by such Loan Party in the ordinary course of
business from a person in the business of selling goods of that kind. 
 6. File Search Reports. Attached hereto as Schedule
5 is a true and accurate summary of certified file search reports from (a) the Uniform Commercial Code filing offices (i) in each jurisdiction of formation identified in Section 1(a) and in each location identified
Section 2 with respect to each legal name set forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the transactions described in Schedule
1(c) or Schedule 4 with respect to each legal name of the person or entity from which each Loan Party purchased or otherwise acquired any assets and (b) each filing office in each real estate recording office identified on
Schedule 3 for any Real Property Collateral. A true copy of each financing statement, including judgment and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search reports has been delivered to
Agent. 
 7. UCC Filings. The financing statements (duly authorized by each Loan Party constituting the debtor therein), including the
indications of the collateral, attached as Schedule 6 relating to the Guaranty and Security Agreement or the Real Property, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule
6 hereof. 
 8. Schedule of Filings. Attached hereto as Schedule 7 is a schedule of (i) the
appropriate filing offices for the financing statements attached hereto as Schedule 6 and (ii) the appropriate filing offices for the filings described in Schedule 11(c) and (iii) any other actions required to
create, preserve, protect and perfect the security interests in the Collateral (as defined in the Guaranty and Security Agreement) granted, assigned or pledged to Agent pursuant to the Guaranty and Security Agreement or any other Loan Document. No
other filings or actions are required to create, preserve, protect and perfect the security interests in the Collateral granted, assigned or pledged to Agent pursuant to the Loan Documents. 

  
 -2- 








 9. Termination Statements. Attached hereto as Schedule 8 are the duly
authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8 hereto with respect to each Lien described therein. 

10. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) is a true and correct list of each
of all of the authorized, and the issued and outstanding, Equity Interests of each Loan Party and its Subsidiaries and the record and beneficial owners of such Equity Interests. Also set forth on Schedule 9(a) is each equity investment
of each Loan Party that represents 50% or less of the equity of the entity in which such investment was made. Attached hereto as Schedule 9(b) is a true and correct organizational chart of Parent, Borrowers and their Subsidiaries. 

11. Instruments and Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes,
instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of Indebtedness held by each Loan Party as of April 1, 2014, including all intercompany
notes between or among any two or more Loan Parties or any of their Subsidiaries. 
 12. Intellectual Property. 

(a) Schedule 11(a) provides a complete and correct list of all registered Copyrights (as defined in the Guaranty and Security
Agreement) owned by any Loan Party, all applications for registration of Copyrights owned by any Loan Party, and all other Copyrights owned by any Loan Party and material to the conduct of the business of any Loan Party. Schedule 11(a)
provides a complete and correct list of all Patents (as defined in the Guaranty and Security Agreement) owned by any Loan Party and all applications for Patents owned by any Loan Party. Schedule 11(a) provides a complete and correct
list of all registered Trademarks (as defined in the Guaranty and Security Agreement) owned by any Loan Party, all applications for registration of Trademarks owned by any Loan Party, and all other Trademarks owned by any Loan Party and material to
the conduct of the business of any Loan Party. 
 (b) Schedule 11(b) provides a complete and correct list of all Intellectual
Property Licenses (as defined in the Guaranty and Security Agreement) entered into by any Loan Party pursuant to which (i) any Loan Party has provided any license or other rights in Intellectual Property (as defined in the Guaranty and Security
Agreement) owned or controlled by such Loan Party to any other Person (other than non-exclusive software licenses granted in the ordinary course of business) or (ii) any Person has granted to any Loan Party any license or other rights in
Intellectual Property owned or controlled by such Person that is material to the business of such Loan Party, including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or
distributed by such Loan Party; 
 (c) Attached hereto as Schedule 11(c) in proper form for filing with the United States
Patent and Trademark Office and United States Copyright Office (as applicable) are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, United Patents, United States Copyrights and
Intellectual Property Licenses set forth on Schedule 11(a) and Schedule 11(b), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as
applicable. 
 13. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of all commercial
tort claims held by each Loan Party, including a brief description thereof. 
 14. Deposit Accounts and Securities Accounts. Attached
hereto as Schedule 13 is a true and complete list of all Deposit Accounts and Securities Accounts (each as defined in the Guaranty and Security Agreement) maintained by each Loan Party, including the name of each institution where each
such account is held, the name of each such account and the name of each entity that holds each account. 

  
 -3- 








 15. Letter-of-Credit Rights. Attached hereto as Schedule 14 is a true and
correct list of all letters of credit issued in favor of any Loan Party, as beneficiary thereunder. 
 16. Motor Vehicles. Attached
hereto as Schedule 15 is a true and correct list of all motor vehicles and other goods (covered by certificates of title or ownership), and the owner and approximate fair market value of such motor vehicles. 

17. Other Assets: A Loan Party owns the following kinds of assets: 

 

			
	Aircraft:	  	Yes           No         
		
	Vessels, boats or ships:	  	Yes           No         
		
	Railroad rolling stock:	  	Yes           No         

 If the answer is yes to any of these other types of assets, please describe on Schedule 16. 

[The Remainder of this Page has been intentionally left blank] 

  
 -4- 








 IN WITNESS WHEREOF, we have hereunto signed this Amended and Restated Perfection
Certificate as of the date first written on the first page hereof. 
  

			
	POWER SOLUTIONS INTERNATIONAL, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	THE W GROUP, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	POWER SOLUTIONS, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	POWER GREAT LAKES, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	AUTO MANUFACTURING, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	TORQUE POWER SOURCE PARTS, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 



  
 -5- 








 
			
	POWER PROPERTIES, L.L.C.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	POWER PRODUCTION, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	POWER GLOBAL SOLUTIONS, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	PSI INTERNATIONAL, LLC
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	XISYNC LLC
		
	By:	 	 
		 	Name: 
		 	Title: 
	
	PROFESSIONAL POWER PRODUCTS, INC.
		
	By:	 	 
		 	Name: 
		 	Title: 



  
 -6- 








 Schedule 1(a) 

Legal Names, Etc. 
  

											
	 Legal Name
	  	 Type of Entity
	  	 Registered
Organization

(Yes/No)
	  	 Organizational
Number7
	  	 Federal Taxpayer

Identification Number
	  	 Jurisdiction of Formation

		  		  		  		  		  	Kansas
						
		  		  		  		  		  	Kansas
						
		  		  		  		  		  	Kansas
						
		  		  		  		  		  	Delaware

  

	7 	If none, so state. 








 Schedule 1(b) 

Prior Names 
  

					
	 Loan Party
	  	 Prior Name
	  	 Date of Change

	 .
	  	.	  	








 Schedule 1(c) 

Changes in Corporate Identity; Other Names 
  

											
	 Loan Party
	  	 Name of Entity
	  	 Action
	  	 Date of Action
	  	 State of Formation
	  	 List of All Other

Names Used on Any
 Filings
with the
 Internal Revenue

Service During Past
 Five
Years


  

	 	[Add	Information required by Section 1 to the extent required by Section 1(c) of the Perfection Certificate] 








 Schedule 2(a) 

Chief Executive Offices 
  

							
	 Loan Party
	  	 Address
	  	 County
	  	 State









 Schedule 2(b) 

Other Locations 
  

							
	 Loan Party
	  	 Address
	  	 County
	  	 State









 Schedule 2(c) 

Bailees 







 Schedule 3 

Real Property 
  

																					
	 Entity of
Record
	  	 Common
Name and
Address
	  	Owned,
Leased
or
Other
Interest	  	Landlord
/ Owner
if
Leased
or
Other
Interest	  	Descrip-
tion of
Lease
or
Other
Documents
Evidencing
Interest	  	Purpose/
Use	  	Improve-ments
Located
on Real
Property	  	Legal
Description	  	Encumbered
or to be
Encumbered
by
Mortgage	  	Filing
Office
for
Mortgage	  	Option
to
Purchase/Right
of First
Refusal
											
	 [         ]
	  	[        ]	  	[        ]	  	[        ]	  	[        ]	  	[        ]	  	[        ]	  	[SEE
EXHIBIT
A-[        ]
ATTACHED
HERETO]	  	[YES/NO]	  	[        ]	  	[YES/NO]








 Schedule 3 

Real Property (cont.) 

Required Consents; Loan Party Held Landlord/ Grantor Interests 

I. Landlord’s / Tenant’s Consent Required 

1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE LANDLORD’S / TENANT’S CONSENT IS REQUIRED]. 

II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Loan Party holds Landlord’s /
Grantor’s Interest 
 1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE ANY LOAN PARTY HOLDS LANDLORD’S / GRANTOR’S
INTEREST] 







 Schedule 4 

Transactions Other Than in the Ordinary Course of Business 

 

					
	 Loan Party
	  	 Description of Transaction Including
Parties
Thereto
	  	 Date of

Transaction









 Schedule 5 

Certified File Search Reports 
  

							
	 Loan Party
	  	 Search Report dated
	  	 Prepared by
	  	 Jurisdiction



See attached. 







 Schedule 6 

Copy of Financing Statements To Be Filed 

See attached. 







 Schedule 7 

Filings/Filing Offices 
  

							
	 Type of Filing8
	  	 Entity
	  	 Applicable Collateral

Document
 [Mortgage,
Security
 Agreement or Other]
	  	 Jurisdictions



 
  

	8 	UCC-1 financing statement, fixture filing, mortgage, intellectual property filing or other necessary filing. 








 Schedule 8 

Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise identified by the filing officer. 

Termination Statement Filings 
  

											
	 Debtor
	  	 Jurisdiction
	  	 Secured Party
	  	 Type of Collateral
	  	 UCC-1

File Date
	  	 UCC-1

File

Number









 Schedule 9(a) 

(a) Equity Interests of Loan Parties and Subsidiaries 
  

									
	 Current Legal

Entities Owned
	  	 Record Owner
	  	 Certificate No.
	  	 No. Shares/Interest
	  	 Percent

Pledged



(b) Other Equity Interests 







 Schedule 9(b) 

Organizational Chart 







 Schedule 10 

Instruments and Chattel Paper 
  

	1.	Promissory Notes: 

  

									
	 Entity
	  	 Principal Amount
	  	 Date of Issuance
	  	 Interest Rate
	  	 Maturity Date



 

	2.	Chattel Paper: 








 Schedule 11(a) 

Copyrights, Patents and Trademarks 

UNITED STATES COPYRIGHTS 
 Registrations: 

 

					
	OWNER	  	TITLE	  	REGISTRATION NUMBER

 Applications: 

 

			
	OWNER	  	APPLICATION NUMBER

 OTHER COPYRIGHTS 

Registrations: 
  

							
	OWNER	  	COUNTRY/STATE	  	TITLE	  	REGISTRATION NUMBER

 Applications: 

 

					
	OWNER	  	COUNTRY/STATE	  	APPLICATION NUMBER








 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES PATENTS: 
 Registrations: 

 

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 DESCRIPTION



Applications: 
  

					
	 OWNER
	  	 APPLICATION

NUMBER
	  	 DESCRIPTION



OTHER PATENTS: 
 Registrations: 

 

							
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 COUNTRY/STATE
	  	 DESCRIPTION



Applications: 
  

							
	 OWNER
	  	 APPLICATION

NUMBER
	  	 COUNTRY/STATE
	  	 DESCRIPTION









 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES TRADEMARKS: 
 Registrations: 

 

					
	 OWNER
	  	REGISTRATION
NUMBER	  	TRADEMARK

 Applications: 

 

					
	 OWNER
	  	APPLICATION
NUMBER	  	TRADEMARK

 OTHER TRADEMARKS: 

Registrations: 
  

							
	 OWNER
	  	REGISTRATION
NUMBER	  	COUNTRY/STATE	  	TRADEMARK

 Applications: 

 

							
	 OWNER
	  	APPLICATION
NUMBER	  	COUNTRY/STATE	  	TRADEMARK








 Schedule 11(b) 

Intellectual Property Licenses 
  

									
	 LICENSEE
	  	LICENSOR	  	COUNTRY/STATE	  	REGISTRATION/
APPLICATION
NUMBER, IF
ANY	  	DESCRIPTION








 Schedule 11(c) 

Intellectual Property Filings 







 Schedule 12 

Commercial Tort Claims 







 Schedule 13 

Deposit Accounts and Securities Accounts 
  

							
	OWNER	  	TYPE OF ACCOUNT	  	BANK OR
INTERMEDIARY	  	ACCOUNT
NUMBERS








 Schedule 14 

Letter of Credit Rights 







 Schedule 15 

Motor Vehicles 







 Schedule 16 

Other Assets 







 FORM OF SUPPLEMENT TO PERFECTION CERTIFICATE 

Supplement (this “Supplement”), dated as of         ,
20    , to the Perfection Certificate, dated as of April 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Perfection Certificate”) by each of the parties
listed on the signature pages thereto and those additional entities that thereafter become Loan Parties (collectively, jointly and severally, “Grantors” and each individually “Grantor”). 

Reference is hereby made to (a) that certain Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended, restated,
supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among POWER SOLUTIONS INTERNATIONAL, INC., as parent (“Parent”), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation
(“PPPI”), the other Persons from time to time party thereto as borrowers (together with Parent and PPPI, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its
successors and permitted assigns, is referred to hereinafter as a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for
each Lender and for the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and (b) that certain Guaranty and Security Agreement dated as of June 28, 2013 (as
amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”) by and among Borrowers, Guarantors and Agent. 

All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement. Any terms
(whether capitalized or lower case) used in this Perfection Certificate that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to the
extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. As used herein, the term
“Loan Parties” shall mean the “Loan Parties” as that term is defined in the Credit Agreement and “Code” shall mean the “Code” as that term is defined in the Guaranty and Security Agreement. 

WHEREAS, pursuant to Section 5.2 of the Credit Agreement, the Loan Parties must execute and deliver a Perfection Certificate and
the execution and delivery of the Perfection Certificate may be accomplished by the execution of this Supplement in favor of Agent, for the benefit of each member of the Lenders and the Bank Product Providers; 

In accordance with Section 5.2 of the Credit Agreement, the undersigned, the
                     of Parent, each Borrower and each Guarantor, hereby certify (in my capacity
as                     and not in my individual capacity) to Agent and each of the other Lenders and the Bank Product Providers as follows as
of ,: [the information in the Perfection Certificate delivered on or prior to the Closing Date is true, correct, and complete on and as of the date hereof.] [Schedule 1(a), “Legal Names, Etc.”, Schedule
1(b), “Prior Names”, Schedule 1(c), “Changes in Corporate Identity; Other Names”, Schedule 2(a), “Chief Executive Offices”, Schedule 2(b), “Other Locations”, Schedule 2(c),
“Bailees”, Schedule 3, “Real Property”, Schedule 4, “Transactions Other Than in the Ordinary Course of Business”, Schedule 9(a), “Equity Interests”, Schedule 9(b),
“Organizational Chart” Schedule 10, “Instruments and Chattel Paper”, Schedule 11(a), “Copyrights, Patents and Trademarks”, Schedule 11(b), “Intellectual Property Licenses”, Schedule
12, “Commercial Tort Claims”, Schedule 13, “Deposit Accounts and Securities Accounts”, Schedule 14, “Letter-of-Credit Rights”, Schedule 15, “Motor Vehicles”, and Schedule 16,
“Other Assets” attached hereto supplement Schedule 1(a), Schedule (1(b), Schedule 1(c), Schedule 2, Schedule 3, Schedule 4, Schedule 9(a), Schedule 9(b), Schedule 10,
Schedule 11(a), Schedule 11(b), Schedule 12, Schedule 13, Schedule 14, [Schedule 15,] and Schedule [16] respectively, to the Perfection Certificate and shall be deemed a part thereof for all purposes
of the Perfection Certificate.] 







 The undersigned officers of each of the Loan Parties hereby certify as of the date hereof on
behalf of the Loan Parties in their capacity as officers of the Loan Parties and not in their individual capacities that no additional filings or actions are required to create, preserve or perfect the security interests in the Collateral granted,
assigned or pledged to Agent pursuant to the Loan Documents. 
 Except as expressly supplemented hereby, the Perfection Certificate shall
remain in full force and effect. 
 IN WITNESS WHEREOF, we have hereunto signed this Supplement to Perfection Certificate as of this
     day of                     , 20    . 

 

			
	POWER SOLUTIONS INTERNATIONAL, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	THE W GROUP, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	POWER SOLUTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	POWER GREAT LAKES, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	AUTO MANUFACTURING, INC.
		
	By:	 	 
		 	Name:
		 	Title:









 
			
	TORQUE POWER SOURCE PARTS, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	POWER PROPERTIES, L.L.C.
		
	By:	 	 
		 	Name:
		 	Title:
	
	POWER PRODUCTION, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	POWER GLOBAL SOLUTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	PSI INTERNATIONAL, LLC
		
	By:	 	 
		 	Name:
		 	Title:
	
	XISYNC LLC
		
	By:	 	 
		 	Name:
		 	Title:
	
	PROFESSIONAL POWER PRODUCTS, INC.
		
	By:	 	 
		 	Name:
		 	Title: 









 Schedule 1(a) 

Legal Names, Etc. 
  

											
	 Legal Name
	  	 Type of Entity
	  	 Registered
Organization
(Yes/No)
	  	 Organizational
Number9
	  	 Federal Taxpayer 
Identification
Number
	  	 Jurisdiction of
Formation

		  		  		  		  		  	Kansas
						
		  		  		  		  		  	Kansas

  
  

	9 	If none, so state. 








 Schedule 1(b) 

Prior Names 
  

					
	 Loan Party
	 	 Prior Name
	 	 Date of Change









 Schedule 1(c) 

Changes in Corporate Identity; Other Names 
  

											
	 Loan Party
	 	 Name of Entity
	 	 Action
	  	Date of
Action	  	State of Formation	  	List of All Other
Names Used on Any
Filings with the
Internal Revenue
Service During Past
Five Years


[Add Information required by Section 1 to the extent required by Section 1(c) of the Perfection Certificate] 







 Schedule 2(a) 

Chief Executive Offices 
  

							
	 Loan Party
	 	 Address
	 	 County
	  	State








 Schedule 2(b) 

Other Locations 
  

							
	 Loan Party
	 	 Address
	 	 County
	 	 State

	.	 		 		 	








 Schedule 2(c) 

Bailees 







 Schedule 3 

Real Property 
  

																																			
	 Entity of
Record
	  	 Common
Name and
Address
	  	Owned,
Leased
or
Other
Interest	 	  	Landlord
/ Owner
if
Leased
or
Other
Interest	 	  	Descrip-
tion of
Lease
or
Other
Documents
Evidencing
Interest	 	  	Purpose/
Use	 	  	Improve-ments
Located
on Real
Property	 	  	Legal
Description	  	Encumbered
or to be
Encumbered
by
Mortgage	  	Filing
Office
for
Mortgage	 	  	Option
to
Purchase/Right
of First
Refusal	 
											
	 [        ]
	  	[        ]	  	 	[        ]	  	  	 	[        ]	  	  	 	[        ]	  	  	 	[        ]	  	  	 	[        ]	  	  	[SEE
EXHIBIT
A-[        ]
ATTACHED
HERETO]	  	[YES/NO]	  	 	[        ]	  	  	 	[YES/NO]	  








 Schedule 3 

Real Property (cont.) 

Required Consents; Loan Party Held Landlord/ Grantor Interests 

I. Landlord’s / Tenant’s Consent Required 

1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE LANDLORD’S / TENANT’S CONSENT IS REQUIRED]. 

II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Loan Party holds Landlord’s /
Grantor’s Interest 
 1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE ANY LOAN PARTY HOLDS LANDLORD’S / GRANTOR’S
INTEREST] 







 Schedule 4 

Transactions Other Than in the Ordinary Course of Business 

 

					
	 Loan Party
	 	 Description of Transaction Including
Parties
Thereto
	 	 Date of Transaction









 Schedule 5 

Certified File Search Reports 
  

							
	 Loan Party
	 	 Search Report dated
	 	 Prepared by
	  	Jurisdiction

 See attached. 







 Schedule 6 

Copy of Financing Statements To Be Filed 

See attached. 







 Schedule 7 

Filings/Filing Offices 
  

							
	 Type of Filing10
	 	 Entity
	 	 Applicable Collateral Document 
[Mortgage, Security
Agreement or
Other]
	  	Jurisdictions

  

 

	10 	UCC-1 financing statement, fixture filing, mortgage, intellectual property filing or other necessary filing. 








 Schedule 8 

Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise identified by the filing officer. 

Termination Statement Filings 
  

											
	 Debtor
	 	 Jurisdiction
	 	 Secured Party
	  	Type of Collateral	  	UCC-1 File Date	  	UCC-1 File Number








 Schedule 9(a) 

(a) Equity Interests of Loan Parties and Subsidiaries 
  

									
	 Current Legal

Entities Owned
	 	 Record Owner
	 	 Certificate No.
	  	No. Shares/Interest	  	Percent Pledged

 (b) Other Equity
Interests 







 Schedule 9(b) 

Organizational Chart 







 Schedule 10 

Instruments and Chattel Paper 
 1.
Promissory Notes: 
  

									
	 Entity
	 	 Principal Amount
	 	 Date of Issuance
	  	Interest Rate	  	Maturity Date

 2. Chattel Paper: 







 Schedule 11(a) 

Copyrights, Patents and Trademarks 

UNITED STATES COPYRIGHTS 
 Registrations: 

 

					
	OWNER	 	TITLE	 	REGISTRATION NUMBER

 Applications: 
  

			
	OWNER	 	APPLICATION NUMBER

 OTHER COPYRIGHTS 

Registrations: 
  

							
	OWNER	  	COUNTRY/STATE	  	TITLE	  	REGISTRATION NUMBER

 Applications: 
  

					
	OWNER	  	COUNTRY/STATE	  	APPLICATION NUMBER








 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES PATENTS: 
 Registrations: 

 

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 DESCRIPTION



Applications: 
  

					
	 OWNER
	  	 APPLICATION

NUMBER
	  	 DESCRIPTION



OTHER PATENTS: 
 Registrations: 

 

							
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 COUNTRY/STATE
	  	 DESCRIPTION



Applications: 
  

							
	 OWNER
	  	 APPLICATION

NUMBER
	  	 COUNTRY/STATE
	  	 DESCRIPTION









 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES TRADEMARKS: 
 Registrations: 

 

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 TRADEMARK



Applications: 
  

					
	 OWNER
	  	 APPLICATION

NUMBER
	  	 TRADEMARK



OTHER TRADEMARKS: 
 Registrations: 

 

							
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 COUNTRY/STATE
	  	 TRADEMARK



Applications: 
  

							
	 OWNER
	  	 APPLICATION

NUMBER
	  	 COUNTRY/STATE
	  	 TRADEMARK









 Schedule 11(b) 

Intellectual Property Licenses 
  

									
	 LICENSEE
	  	 LICENSOR
	  	 COUNTRY/STATE
	  	 REGISTRATION/
APPLICATION NUMBER,
IF ANY
	  	 DESCRIPTION









 Schedule 11(c) 

Intellectual Property Filings 







 Schedule 12 

Commercial Tort Claims 







 Schedule 13 

Deposit Accounts and Securities Accounts 
  

							
	OWNER	  	TYPE OF ACCOUNT	  	BANK OR INTERMEDIARY	  	ACCOUNT NUMBERS








 Schedule 14 

Letter of Credit Rights 







 Schedule 15 

Motor Vehicles 







 Schedule 16 

Other Assets 







 Schedule A-1 

Agent’s Account 
 Bank: Wells
Fargo Bank, N.A. 
 Bank Address: 420 Montgomery Street, San Francisco, CA 

ABA: 121-000-248 
 Account Name: Wells Fargo Bank,
N.A. 
 Account Number: 4124923723 
 Ref: Power
Solutions International, Inc. 







 Schedule A-2 

Authorized Persons 
 Gary Winemaster 

Daniel Gorey 
 Eric Cohen 

Kenneth Winemaster 







 Schedule C-1 

Commitments 
  

																	
	 Lender
	  	Revolver
Commitment Amount	 	  	Revolver
Commitment Percentage	 	 	Term Loan
Commitment Amount	 	  	Term Loan
Commitment Percentage	 
	 Wells Fargo Bank, National Association
	  	$	90,000,000	  	  	 	100	% 	 	$	5,000,000	  	  	 	100	% 








 Schedule D-1 

Designated Account 
 Bank:

 Wells Fargo Bank, N.A. 

420 Montgomery Street 
 San
Francisco, CA 
 •    ABA # 121-000-248 

Account Name: 

•    Wells Fargo Bank, N.A. 

A/C # 37235547964501695 
 Ref: Power
Solutions International Inc (PPW01 







 Schedule P-1 

Permitted Investments 
 Parent’s ownership
of all of the issued and outstanding shares of capital stock of Holdings. 
 Holdings’ ownership of all of the issued and outstanding shares of capital
stock or limited liability company interests, as applicable, of each Loan Party (other than Parent and Holdings) 
 Holdings’ ownership of Units of
Vconverter Production, LLC, a Michigan limited liability company, as existing on the Closing Date, or as such ownership may change pursuant to the Investment Agreement dated as of January 1, 2010 by and among The W Group, Inc., VConverter
Corporation and VConverter Production, LLC, as in effect on the date hereof. 
 Parent’s ownership of a 50% ownership interest in MAT-PSI Holdings,
LLC, a Delaware limited liability company, as existing on the Closing Date. 







 Schedule P-2 

Permitted Liens 
 None. 







 Schedule 3.1 

The obligation of each Lender to make its initial extension of credit provided for in the Agreement is subject to the fulfillment, to the
satisfaction of each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent: 

(a) the Closing Date shall occur on or before April 1, 2014; 

(b) Agent shall have received a letter duly executed by each Loan Party authorizing Agent to file appropriate financing statements in such
office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be created by the Loan Documents; 

(c) Agent shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary
or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; 

(d) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed and delivered, and
each such document shall be in full force and effect: 
 (i) the Fee Letter, 

(ii) the Flow of Funds Agreement, 

(iii) a joinder to the Guaranty and Security Agreement executed by each Loan Party, 

(iv) a joinder to the Intercompany Subordination Agreement, executed by each Loan Party, 

(v) a Perfection Certificate, and 

(vi) letters, in form and substance satisfactory to Agent, from each of the U.S. Small Business Administration and Crystal Lake Bank (the
“Existing Lenders”), respecting the amount necessary to repay in full all of the obligations of PPPI owing under all credit facilities with the Existing Lenders and obtain a release of all of the Liens existing in favor of the
Existing Lenders in and to the assets of PPPI, together with termination statements and other documentation evidencing the termination by each of the Existing Lenders of its Liens in and to the properties and assets of PPPI, 

(e) Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan
Party’s board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the
incumbency and signatures of such specific officers of such Loan Party; 

  
 Schedule 3.1 








 (f) Agent shall have received copies of each Loan Party’s Governing Documents, as amended,
modified, or supplemented to the Closing Date, which Governing Documents shall be (i) certified by the Secretary of such Loan Party, and (ii) with respect to Governing Documents that are charter documents, certified as of a recent date
(not more than 30 days prior to the Closing Date) by the appropriate governmental official; 
 (g) Agent shall have received a certificate of
status with respect to each Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party
is in good standing in such jurisdiction; 
 (h) Agent shall have received certificates of status with respect to each Loan Party, each dated
within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would
constitute a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions; 

(i) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 5.6 of the
Agreement, the form and substance of which shall be satisfactory to Agent; 
 (j) Agent shall have received Collateral Access Agreements with
respect to the following locations: 448 W. Madison Street, Darrien, Wisconsin; 414 West Main Street, Lansdale, Pennsylvania; and 150 Hawkins Avenue, Parsippany, New Jersey. 

(k) Agent shall have received an opinion of the Loan Parties’ counsel in form and substance satisfactory to Agent; 

(l) Borrowers shall have the Required Availability after giving effect to the initial extensions of credit under the Agreement, the
consummation of the PPPI Acquisition, and the payment of all fees and expenses required to be paid by Borrowers on the Closing Date under the Agreement or the other Loan Documents; 

(m) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of
Parent’s and its Subsidiaries’ books and records and verification of Borrowers’ representations and warranties to Lender Group, (ii) an inspection of each of the locations where Parent’s and its Subsidiaries’ Inventory
is located, and (iii) a review of Parent’s and its Subsidiaries’ material agreements, in each case, the results of which shall be satisfactory to Agent; 

  
 Schedule 3.1 








 (n) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary
individual background checks for each Loan Party, and (ii) OFAC/PEP searches and customary individual background searches for each Loan Party’s senior management and key principals, the results of which shall be satisfactory to Agent; 

(o) Agent shall have received an appraisal of the Net Liquidation Percentage applicable to Parent’s and its Subsidiaries’ Inventory,
the results of which shall be satisfactory to Agent; 
 (p) Borrowers shall have paid all Lender Group Expenses incurred in connection with
the transactions evidenced by the Agreement and the other Loan Documents; 
 (q) Parent and each of its Subsidiaries shall have received all
licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Parent or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated
thereby; 
 (r) The PPPI Acquisition shall have been consummated in accordance with the terms of the PPPI Acquisition Documents; and 

(s) all other documents and legal matters in connection with the transactions contemplated by the Agreement shall have been delivered,
executed, or recorded and shall be in form and substance satisfactory to Agent. 

  
 Schedule 3.1 








 Schedule 3.6 

Conditions Subsequent 
 Within sixty
(60) days after the Closing Date, the Loan Parties shall have closed all deposit accounts maintained by the Loan Parties with Crystal Lake Bank and shall have provided the Agent evidence thereof. 

Within thirty (30) days after the Closing Date, the Loan Parties shall have delivered to Agent a fully executed Control Agreement with respect to the
Loan Parties’ deposit accounts at First National Bank. 
 Within three (3) days after the Closing Date, the Loan Parties shall have delivered to Agent
evidence that Professional Power Products International, Inc., a Wisconsin corporation, has been dissolved. 







 Schedule 4.1(b) 

Capitalization of Loan Parties 
  

									
	 Current Legal Entities Owned
	  	 Record Owner
	  	 Certificate
No.
	  	 No. Shares/Interest
	  	 Percent
Pledged

	Power Solutions International, Inc.	  	Publicly traded	  	N/A	  	50,000 shares of common stock and 5,000 shares of preferred stock authorized.	  	N/A
					
	The W Group, Inc.	  	Power Solutions International, Inc.	  	006	  	1,000 shares of common stock issued and outstanding. 1,000 shares authorized.	  	100%
					
	Professional Power Products, Inc.	  	Power Solutions International, Inc.	  	5	  	1,000 shares of common stock issued and outstanding	  	100%
					
	Power Solutions, Inc.	  	The W Group, Inc.	  	15	  	1,000 shares of common stock issued and outstanding. 5,000 shares authorized.	  	100%
					
	Power Great Lakes, Inc.	  	The W Group, Inc.	  	15	  	1,000 shares of common stock issued and outstanding. 50,000 shares authorized.	  	100%
					
	Auto Manufacturing, Inc.	  	The W Group, Inc.	  	12	  	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	  	100%
					
	Torque Power Source Parts, Inc.	  	The W Group, Inc.	  	3	  	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	  	100%
					
	Power Properties, L.L.C.	  	The W Group, Inc.	  	N/A	  	The W Group, Inc. is the sole member	  	100%
					
	Power Production, Inc.	  	The W Group, Inc.	  	001	  	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	  	100%
					
	Power Global Solutions, Inc.	  	The W Group, Inc.	  	001	  	1,000 shares of common stock issued and outstanding. 10,000 shares authorized.	  	100%
					
	PSI International, LLC	  	The W Group, Inc.	  	N/A	  	The W Group, Inc. is the sole member	  	100%
					
	XISync LLC	  	The W Group, Inc.	  	N/A	  	The W Group, Inc. is the sole member	  	100%








 Schedule 4.1(c) 

Capitalization of Borrower’s Subsidiaries 

See Schedule 4.1(b). 







 Schedule 4.1(d) 

Subscriptions, Options, Warrants, Calls 

1. Outstanding Private Placement Warrants which may be exercised to acquire an aggregate of 356,590 shares of Parent’s common stock. 

2. Stock Appreciation Rights (“SAR”) held by Eric Cohen granted pursuant to Parent’s 2012 Incentive Compensation Plan, which SAR
covers an aggregate of 362,581 shares of Parent’s common stock and is exercisable at a price per share of $22.07. 
 3. Grants of an
aggregate of 174,993 shares of restricted stock as of April 1, 2014. 







 Schedule 4.6 

Litigation 
 On October 17,
2013, Twin Fasteners and Supply Inc. (“Twin Fasteners”) filed a complaint against Parent alleging breach of contract and fraud. Twin Fasteners was a supplier of parts for Parent until terminated in August 2013 for supplying defective
spacers to Parent. At the time of termination, Parent withheld payments of approximately $345,000 as a set off against damages it had incurred due to the defective spacers. Parent has filed a counterclaim against Twin Fasteners for the damages
caused by the defective spacers. The complaint alleges that Twin Fasteners is owed $518,152.01 in unpaid invoices for inventory supplied to Parent and also seeks $500,000 in lost profits for early termination of the supply agreement as well as the
value of 2 months of inventory. Parent is seeking set off for the damages caused by the defective spacers in an amount in excess of $250,000. The litigation is currently in the discovery stage. 







 Schedule 4.11 

Environmental Matters 
 1. With
regard to air emissions, Professional Power Products, Inc. (“PPI”) failed to timely: (a) obtain an air pollution control construction and operation permit; and, (b) complete an air emission inventory. Spectrum Engineering has
been retained for the purpose of preparing an application for an air pollution control construction and operation permit and completing the air emission inventory form. In addition, based on the prior use of two coatings containing nickel, PPPI was
subject to, but not in compliance with, subpart HHHHHH of the U.S. EPA’s NESHAP regulations. PPPI has discontinued use of these two coatings. 

2. A stormwater discharge permit was issued to PPPI on May 13, 2011 and requires PPPI to conduct quarterly visual monitoring of
stormwater, conduct semi-annual dry weather observations, annual site inspections, document such inspections, and maintain the applicable documentation. With the exception of one quarterly visual inspection in September 2013, PPPI has not conducted
the requisite inspections, nor developed or maintained such documentation. The outdoor storage of antifreeze without secondary containment and the accumulation of shot-blast media outside of the shot-blast are non-compliant with the provisions of
PPPI’s stormwater pollution prevention plan. 
 3. PPPI has stored, and continues to store, petroleum products on site in excess of the
applicable Spill Prevention, Control and Countermeasures (SPCC) threshold of 1,320 gallons; however, PPPI does not have an SPCC plan. Janard and Environ have been retained to assist in the preparation of an SPCC plan. 

4. PPPI is subject to the requirements of sections 302, 303, 311, 312, and 313 of the Emergency Planning and Community Right to Know Act;
however, prior to March 7, 2014, PPPI had never conducted/submitted any filings, notifications, or reporting pursuant to such regulations. Environ was retained for the purpose of preparing the requisite filings/notification/reporting. On
March 7, the section 302 notification for sulfuric acid and the 2013 Tier II report were filed. PPPI is compiling the information Environ has requested to complete the requisite filings for applicable prior calendar years. 

5. Prior to February 2014, air compressor condensate was run through two filters to remove oil residue and was then discharged outside the
building. PPPI did not have a Wisconsin Pollution Discharge Elimination System (WPDES) permit for this discharge. In February 2014 the practice was halted and the air compressor condensate was re-routed to the sanitary sewer system. 

6. During a site inspection conducted by Gaiatech in February 2014, non-compliance with hazardous waste requirements pertaining to labeling,
storage, and accumulation start time was identified. 
 7. As set forth in Gaiatech’s draft Limited Phase II Site Investigation Summary
Report; (i) ethylene glycol is present in the soil and groundwater in the vicinity of GP-6 in excess of applicable Wisconsin cleanup standards, and (ii) arsenic may be present in the groundwater in excess of applicable Wisconsin cleanup
standards in the vicinity of GP-2 







 Schedule 4.14 

Permitted Indebtedness 
 None. 







 Schedule 4.24 

Location of Inventory 
 Loan Party Locations

  

							
	 Loan Party
	  	 Address
	  	County	  	State
	All Loan Parties	  	 201 Mittel Drive
 Wood Dale, IL 60191
	  	DuPage County	  	Illinois
				
	All Loan Parties	  	 655 Wheat Lane
 Wood Dale, 60191
	  	DuPage County	  	Illinois
				
	All Loan Parties	  	101 Mittel Drive, Wood Dale 60191 (address was previously 801 AEC Drive)	  	DuPage County	  	Illinois
				
	All Loan Parties	  	 1000 Greenleaf
 Elk Grove Village,
60007
	  	Cook County	  	Illinois
				
	All Loan Parties	  	6650 Highland Road, Suite 202, Waterford, 48327	  	Oakland County	  	Michigan
				
	All Loan Parties	  	 448 W. Madison St.
 Darien, WI 53114
	  	Walworth County	  	Wisconsin

 Other Inventory Location 
  

			
	 Name and Address of Party
	  	 Nature of Relationship

	 UPS Supply Chain Solutions
 417 Union
Pacific
 Laredo, TX 78045
	  	Warehouse
		
	 D&S Distribution, Inc.
 17000 Rockside
Road
 Maple Heights, OH 44137
	  	Warehouse
		
	 Tracco Logistics Group
 Transit #4, Edgewater
Road
 Belfast, Northern Ireland BT3 9JQ
	  	Warehouse
		
	 Pivot Power
 47063 104th Street

Sioux Falls, SD 57108
	  	Warehouse
		
	 Vconverter Corporation
 10505 Plaza Drive,
Building C
 Whitmore, MI 48189
	  	Processor









			
	 Name and Address of Party
	  	 Nature of Relationship

		
	 Chick Packaging Midwest
 850 Mark Street

Elk Grove Village, IL 60007
	  	Processor
		
	 Shenyang Aerospace Mitsubishi Engine
 No 6
Hangtian Rd, Hunnan New District
 Shenyang Liaoning Province, China 110179
	  	Processor
		
	 Zamboni Company Ltd.
 38 Morton Avenue East

Brantford, Ontario, Canada
	  	Consignment
		
	 Clark Material Handling US
 700 Enterprise
Drive
 Lexington, KY 40510
	  	Consignment
		
	 Anhui Heli Industrial Vehicle Imp & Exp
 15
West Wangjiana Road
 Hefei, Anhui, China
	  	Consignment
		
	 Linde Material Handling GmbH
 Postfach 100136,
D-63701
 Aschaffenburg, Germany
	  	Consignment
		
	 Waukesha-Pearce Industries
 P.O. Box 35068

Houston, TX 77235
	  	Consignment
		
	 Electronic Microsystems
 221 Commerce Ave

Boerne TX 78006
	  	Consignment
		
	 E-Controls Inc.
 3523 Crosspoint

San Antonio, TX 78217
	  	Consignment
		
	 Intertek USA Inc.
 616 Perrin

San Antonio, TX 79226
	  	Consignment
		
	 Nilfisk-Advance
 14600 21st Avenue N

Plymouth, MN 55447
	  	Consignment
		
	 I Power Energy Systems, LLC.
 4640 Dr. Martin
Luther King Jr. Boulevard
 Anderson, IN 46013
	  	Consignment
		
	 Resurfice Corp.
 25 Oriole Parkway East

Elmira, Ontario N3B 3A9
	  	Consignment


  
 -2- 









			
	 Name and Address of Party
	  	 Nature of Relationship

		
	 Creig Mantey
 2834 Oakview Drive

Dryden, MI 48428
	  	Consignment
		
	 JCB
 2000 Bamford Blvd.

Pooler, GA 31322
	  	Consignment
		
	 NACCO Material Handling Group
 4000 NE Blue Lake
Road
 Fairview OR 97024
	  	Consignment
		
	 Hyundai Heavy Industries Co, Ltd
 1
Cheonha-Dong, Dong-Gu
 Ulsan, Korea
	  	Consignment
		
	 VRD (Vehicle Research and Development)
 3863 Van
Dyke Rd.
 Almont MI 48003
	  	Consignment
		
	 SunTrans
 1550 West Glenlake Avenue

Itasca IL 60143
	  	Consignment
		
	 Cunningham Electric Service
 309 East 11th
St.
 Friona TX 79035
	  	Consignment
		
	 Combilift Ltd.
 Gallinagh, Co.

Monaghan, Ireland
	  	Consignment
		
	 Kohler Company
 N7650 C.R. LS

SHEBOYGAN WI 53083
	  	Consignment
		
	 Ricard, DTC
 40000 Rocardo Drive

Van Buren Twp, MI 48111
	  	Consignment


  
 -3- 








 Schedule 5.1 

Deliver to Agent (and if so requested by Agent, with copies to each Lender) each of the financial statements, reports, or other items set
forth below at the following times in form satisfactory to Agent: 
  

			
	as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Parent’s fiscal quarters) after the end of each month during each of Borrower’s fiscal
years,	  	 (a) an unaudited consolidated balance sheet, income statement, statement of cash flow, covering Parent’s and its Subsidiaries’
operations during such period and compared to the prior period and plan, and
  
 (b) a
Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable.

		
	as soon as available, but in any event within 90 days after the end of each of Parent’s fiscal years,	  	 (c) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public
accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or
(C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance
with the provisions of Section 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of
shareholder’s equity, and, if prepared, such accountants’ letter to management), and
  

(d) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable.

		
	as soon as available, but in any event within 30 days after the start of each of Parent’s fiscal years,	  	(e) copies of Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming fiscal year, quarter by quarter, certified by
the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Parent during the period covered thereby.


  
 Schedule 5.1 – Page
1 









			
		
	promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,	  	(f) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.
		
	promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent or any of its Subsidiaries,	  	(g) notice of all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect.
		
	upon the request of Agent,	  	(h) any other information reasonably requested relating to the financial condition of Parent or its Subsidiaries.


  
 Schedule 5.1 – Page
2 








 Schedule 5.2 

Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in
form satisfactory to Agent: 
  

			
	Monthly (no later than the 15th day of each month) (Weekly during an Increased Reporting Period). “Increased Reporting Period” shall mean a period commencing on a Trigger Date (as defined in the Security
Agreement) and ending on the first date on which the Availability Conditions (as defined in the Security Agreement) are met.	  	 (a) an executed Borrowing Base Certificate, provided, that during any Increased Reporting Period, the Inventory reported on each weekly
Borrowing Base Certificate shall be the Inventory as of the prior month end, and
  
 (b)
an Account roll-forward, in a format acceptable to Agent in its discretion, with supporting details supplied from sales journals, collection journals, credit registers and any other records, tied to the beginning and ending account receivable
balances of each Borrower’s general ledger (with Account categories that are not eligible for the Borrowing Base calculated monthly at all times, including during an Increased Reporting Period).



  
 Schedule 5.2 – Page
3 









			
	Monthly (no later
than the 15th day
of each month)	  	 (c) a detailed aging, by total, of each Borrower’s Accounts, together with a reconciliation and supporting documentation for any
reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting),
  

(d) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting,

 
 (e) a detailed Inventory system/perpetual report specifying the cost and the wholesale
market value of Parent’s and its Subsidiaries’ Inventory, by category, with additional detail showing additions thereto and deletions therefrom, together with a reconciliation to each Borrower’s general ledger accounts (delivered
electronically in an acceptable format, if Borrowers have implemented electronic reporting),
  

(f) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base (calculated monthly at all times, including during an Increased
Reporting Period), if Borrowers have not implemented electronic reporting,
  
 (g) a
summary aging, by vendor, of Parent’s and its Subsidiaries’ accounts payable and any book overdraft (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held
checks,
  
 (h) a detailed report regarding each Borrower’s and its
Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, and
  

(i) notice of all claims, offsets or disputes asserted by Account Debtors with respect to Parent’s and its Subsidiaries’ Accounts.

 

	Monthly (no later
than the 30th day
of each month)	  	(j) a reconciliation of Accounts, trade accounts payable, and Inventory of each Borrower’s general ledger accounts to its monthly financial statements including any book reserves related to each category.
		
	Upon reasonable
request by Agent	  	 (k) a report regarding Parent’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes,

 
 (l) a Perfection Certificate or a supplement to the Perfection Certificate,

 
 (m) a detailed list of Parent’s and its Subsidiaries’ customers, with address
and contact information,
  
 (n) copies of purchase orders and invoices for Inventory and
Equipment acquired by each Borrower or its Subsidiaries,
  
 (o) such other reports as to
the Collateral or the financial condition of Parent and its Subsidiaries, as Agent may reasonably request, and
  

(p) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with
respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time.



  
 Schedule 5.2 – Page
4 








 Schedule 6.5 

Nature of Business 
 Loan Parties
are engaged in the business of manufacturing, distributing and selling engines and power systems. 

  
 Schedule 5.2 – Page
5