exhibit101






 

 

 

 

Exhibit 10.1 
A
MENDED AND 
R
ESTATED 
C
REDIT 
A
GREEMENT
D
ATED 
AS OF 
N
OVEMBER 
15,
2021 
AMONG
C
AL
-M
AINE 
F
OODS
,
I
NC
., 
T
HE 
G
UARANTORS FROM TIME TO TIME PARTY 
HERETO
, 
THE 
L
ENDERS FROM TIME TO TIME PARTY 
HERETO
, 
AND
BMO
H
ARRIS 
B
ANK 
N.A.,
AS 
A
DMINISTRATIVE 
A
GENT
BMO
C
APITAL 
M
ARKETS
,
 
AS 
S
OLE 
L
EAD 
A
RRANGER AND 
S
OLE 
B
OOK 
R
UNNER
AND
G
REEN
S
TONE 
F
ARM 
C
REDIT 
S
ERVICES
,
ACA,
 
AS 
S
YNDICATION 
A
GENT






-i-
T
ABLE OF 
C
ONTENTS
S
ECTION
 
H
EADING
 
P
AGE
S
ECTION
 
1. 
D
EFINITIONS
;
I
NTERPRETATION
 
....................................................................2
Section 1.1. 
Definitions..............................................................................................2
Section 1.2. 
Interpretation 
........................................................................................26
Section 1.3. 
Change in Accounting Principles 
.........................................................27
Section 1.4. 
Divisions 
..............................................................................................27
S
ECTION
 
2. 
T
HE 
R
EVOLVING 
F
ACILITY
 
.........................................................................27
Section 2.1. 
Revolving Facility 
................................................................................27
Section 2.2 
Swingline Loans...................................................................................28
Section 2.3. 
Letters of Credit 
...................................................................................30
Section 2.4. 
Applicable Interest Rates 
.....................................................................33
Section 2.5. 
Minimum Borrowing Amounts; Maximum Eurodollar Loans 
............34
Section 2.6. 
Manner of Borrowing Loans and Designating Applicable Interest 
Rates 
.....................................................................................................34
Section 2.7. 
Maturity of Loans ................................................................................36
Section 2.8. 
Prepayment ..........................................................................................36
Section 2.9. 
Default Rate .........................................................................................39
Section 2.10. 
Evidence of Indebtedness ....................................................................39
Section 2.11. 
Commitment Terminations ..................................................................40
Section 2.12. 
Replacement of Lenders ......................................................................40
Section 2.13. 
Defaulting Lenders 
...............................................................................41
Section 2.14. 
Cash Collateral for Fronting Exposure ................................................44
Section 2.15. 
Increase in Revolving Credit Commitments; Making of Incremental 
Term Loans ..........................................................................................45
Section 2.16. 
Extension Option .................................................................................46
S
ECTION
 
3. 
F
EES
 
............................................................................................................48
Section 3.1. 
Fees ......................................................................................................48
S
ECTION
 
4. 
T
AXES
;
C
HANGE IN 
C
IRCUMSTANCES
,
I
NCREASED 
C
OSTS
,
 
AND 
F
UNDING 
I
NDEMNITY
 
.................................................................................................49
Section 4.1. 
Taxes ....................................................................................................49
Section 4.2. 
Change of Law 
.....................................................................................52
Section 4.3. 
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, 
LIBOR..................................................................................................53
Section 4.4. 
Increased Costs ....................................................................................62
Section 4.5. 
Funding Indemnity 
...............................................................................63
Section 4.6. 
Discretion of Lender as to Manner of Funding 
....................................64
Section 4.7. 
Lending Offices; Mitigation Obligations 
.............................................64






-ii-
S
ECTION
 
5. 
P
LACE AND 
A
PPLICATION 
OF 
P
AYMENTS
 
....................................................64
Section 5.1. 
Place and Application of Payments .....................................................64
Section 5.2. 
Non-Business Days 
..............................................................................65
Section 5.3. 
Payments Set Aside..............................................................................65
Section 5.4. 
Account Debit 
......................................................................................65
S
ECTION
 
6. 
R
EPRESENTATIONS 
AND 
W
ARRANTIES
 
........................................................66
Section 6.1. 
Organization and Qualification 
............................................................66
Section 6.2. 
Subsidiaries 
..........................................................................................66
Section 6.3. 
Authority and Validity of Obligations 
.................................................66
Section 6.4. 
Use of Proceeds; Margin Stock............................................................67
Section 6.5. 
Financial Reports .................................................................................67
Section 6.6. 
No Material Adverse Change...............................................................68
Section 6.7. 
Full Disclosure 
.....................................................................................68
Section 6.8. 
Trademarks, Franchises, and Licenses 
.................................................68
Section 6.9. 
Governmental Authority and Licensing 
...............................................68
Section 6.10. 
Good Title ............................................................................................69
Section 6.11. 
Litigation and Other Controversies 
......................................................69
Section 6.12. 
Taxes ....................................................................................................69
Section 6.13. 
Approvals 
.............................................................................................69
Section 6.14. 
Affiliate Transactions 
...........................................................................69
Section 6.15. 
Investment Company ...........................................................................69
Section 6.16. 
ERISA 
..................................................................................................69
Section 6.17. 
Compliance with Laws ........................................................................70
Section 6.18. 
OFAC 
...................................................................................................71
Section 6.19. 
Labor Matters 
.......................................................................................71
Section 6.20. 
Other Agreements 
................................................................................71
Section 6.21. 
Solvency 
...............................................................................................71
Section 6.22. 
No Default 
............................................................................................71
Section 6.23. 
No Broker Fees ....................................................................................71
S
ECTION
 
7. 
C
ONDITIONS 
P
RECEDENT
 
............................................................................72
Section 7.1. 
All Credit Events..................................................................................72
Section 7.2. 
Initial Credit Event 
...............................................................................72
S
ECTION
 
8. 
C
OVENANTS
 
................................................................................................74
Section 8.1. 
Maintenance of Business .....................................................................74
Section 8.2. 
Maintenance of Properties ...................................................................75
Section 8.3. 
Taxes and Assessments 
........................................................................75
Section 8.4. 
Insurance 
..............................................................................................75
Section 8.5. 
Financial Reports .................................................................................76
Section 8.6. 
Inspection; Field Audits 
.......................................................................78
Section 8.7. 
Borrowings and Guaranties 
..................................................................78
Section 8.8. 
Liens 
.....................................................................................................80






-iii-
Section 8.9. 
Investments, Acquisitions, Loans and Advances 
.................................82
Section 8.10. 
Mergers, Consolidations and Sales 
......................................................83
Section 8.11. 
Maintenance of Subsidiaries 
................................................................84
Section 8.12. 
Dividends and Certain Other Restricted Payments 
..............................85
Section 8.13. 
ERISA 
..................................................................................................85
Section 8.14. 
Compliance with Laws ........................................................................85
Section 8.15. 
Compliance with OFAC Sanctions Programs and Anti-Corruption 
Laws 
.....................................................................................................86
Section 8.16. 
Burdensome Contracts With Affiliates 
................................................87
Section 8.17. 
No Changes in Fiscal Year ..................................................................88
Section 8.18. 
Formation of Subsidiaries 
....................................................................88
Section 8.19. 
Change in the Nature of Business 
........................................................88
Section 8.20. 
Use of Proceeds 
....................................................................................88
Section 8.21. 
No Restrictions.....................................................................................88
Section 8.22. 
Financial Covenants 
.............................................................................88
S
ECTION
 
9. 
E
VENTS OF 
D
EFAULT 
AND 
R
EMEDIES
 
.........................................................89
Section 9.1. 
Events of Default .................................................................................89
Section 9.2. 
Non-Bankruptcy Defaults 
....................................................................91
Section 9.3. 
Bankruptcy Defaults ............................................................................91
Section 9.4. 
Collateral for Undrawn Letters of Credit 
.............................................92
Section 9.5. 
Post-Default Collections 
......................................................................92
S
ECTION
 
10. 
T
HE 
A
DMINISTRATIVE 
A
GENT
 
....................................................................93
Section 10.1. 
Appointment and Authority 
.................................................................93
Section 10.2. 
Rights as a Lender 
................................................................................93
Section 10.3. 
Action by Administrative Agent; Exculpatory Provisions ..................94
Section 10.4. 
Reliance by Administrative Agent 
.......................................................95
Section 10.5. 
Delegation of Duties ............................................................................95
Section 10.6. 
Resignation of Administrative Agent ..................................................96
Section 10.7. 
Non-Reliance on Administrative Agent and Other Lenders 
................96
Section 10.8. 
L/C Issuer and Swingline Lender ........................................................97
Section 10.9. 
Hedging Liability and Bank Product Obligations 
................................98
Section 10.10. 
Designation of Additional Agents .......................................................98
Section 10.11. 
Authorization to Enter into, and Enforcement of, the Collateral 
Documents; Possession of Collateral 
...................................................98
Section 10.12. 
Authorization to Release, Limit or Subordinate Liens or to Release 
Guaranties ............................................................................................99
Section 10.13. 
Authorization of Administrative Agent to File Proofs of Claim .......100
Section 10.14. 
Certain ERISA Matters 
......................................................................101
Section 10.15. 
Recovery of Erroneous Payments 
......................................................102
S
ECTION
 
11. 
T
HE 
G
UARANTEES
 
....................................................................................102
Section 11.1. 
The Guarantees ..................................................................................102
Section 11.2. 
Guarantee Unconditional ...................................................................103






-iv-
Section 11.3. 
Discharge Only upon Payment in Full; Reinstatement in Certain 
Circumstances 
....................................................................................104
Section 11.4. 
Subrogation 
........................................................................................104
Section 11.5. 
Subordination 
.....................................................................................105
Section 11.6. 
Waivers ..............................................................................................105
Section 11.7. 
Limit on Recovery .............................................................................105
Section 11.8. 
Stay of Acceleration 
...........................................................................105
Section 11.9. 
Benefit to Guarantors 
.........................................................................105
Section 11.10. 
Keepwell ............................................................................................105
S
ECTION
 
12. 
C
OLLATERAL
 
............................................................................................106
Section 12.1. 
Collateral 
............................................................................................106
Section 12.2. 
Depository Banks 
...............................................................................106
Section 12.3. 
Further Assurances.............................................................................106
S
ECTION
 
13. 
M
ISCELLANEOUS
 
......................................................................................107
Section 13.1. 
Notices ...............................................................................................107
Section 13.2. 
Successors and Assigns 
......................................................................108
Section 13.3. 
Amendments ......................................................................................112
Section 13.4. 
Costs and Expenses; Indemnification 
................................................114
Section 13.5. 
No Waiver, Cumulative Remedies ....................................................116
Section 13.6. 
Right of Setoff....................................................................................116
Section 13.7. 
Sharing of Payments by Lenders .......................................................117
Section 13.8. 
Survival of Representations 
...............................................................118
Section 13.9. 
Survival of Indemnities 
......................................................................118
Section 13.10. 
Counterparts; Integration; Effectiveness 
............................................118
Section 13.11. 
Headings ............................................................................................118
Section 13.12. 
Severability of Provisions 
..................................................................118
Section 13.13. 
Construction 
.......................................................................................119
Section 13.14. 
Excess Interest ...................................................................................119
Section 13.15. 
Lender’s and L/C Issuer’s Obligations Several .................................119
Section 13.16. 
No Advisory or Fiduciary Responsibility 
..........................................120
Section 13.17. 
Governing Law; Jurisdiction; Consent to Service of Process 
............120
Section 13.18. 
Waiver of Jury Trial 
...........................................................................121
Section 13.19. 
USA Patriot Act 
.................................................................................121
Section 13.20. 
Confidentiality ...................................................................................121
Section 13.21. 
Acknowledgement and Consent to Bail-In of EEA Financial 
Institutions..........................................................................................122
Section 13.22. 
Amendment and Restatement ............................................................123
Section 13.23. 
Acknowledgement Regarding Any Supported QFCs 
........................123
S
ECTION
 
1. 
D
EFINITIONS
;
I
NTERPRETATION
 
....................................................................2
Section 1.1. 
Definitions..............................................................................................2
Section 1.2. 
Interpretation 
........................................................................................26
Section 1.3. 
Change in Accounting Principles 
.........................................................27






-v-
Section 1.4. 
Divisions 
..............................................................................................27
S
ECTION
 
2. 
T
HE 
R
EVOLVING 
F
ACILITY
 
.........................................................................27
Section 2.1. 
Revolving Facility 
................................................................................27
Section 2.2 
Swingline Loans...................................................................................28
Section 2.3. 
Letters of Credit 
...................................................................................30
Section 2.4. 
Applicable Interest Rates 
.....................................................................33
Section 2.5. 
Minimum Borrowing Amounts; Maximum Eurodollar Loans 
............34
Section 2.6. 
Manner of Borrowing Loans and Designating Applicable Interest 
Rates 
.....................................................................................................34
Section 2.7. 
Maturity of Loans ................................................................................36
Section 2.8. 
Prepayment ..........................................................................................36
Section 2.9. 
Default Rate .........................................................................................39
Section 2.10. 
Evidence of Indebtedness ....................................................................39
Section 2.11. 
Commitment Terminations ..................................................................40
Section 2.12. 
Replacement of Lenders ......................................................................40
Section 2.13. 
Defaulting Lenders 
...............................................................................41
Section 2.14. 
Cash Collateral for Fronting Exposure ................................................44
Section 2.15. 
Increase in Revolving Credit Commitments; Making of Incremental 
Term Loans ..........................................................................................45
Section 2.16. 
Extension Option .................................................................................46
S
ECTION
 
3. 
F
EES
 
............................................................................................................48
Section 3.1. 
Fees ......................................................................................................48
S
ECTION
 
4. 
T
AXES
;
C
HANGE IN 
C
IRCUMSTANCES
,
I
NCREASED 
C
OSTS
,
 
AND 
F
UNDING 
I
NDEMNITY
 
.................................................................................................49
Section 4.1. 
Taxes ....................................................................................................49
Section 4.2. 
Change of Law 
.....................................................................................52
Section 4.3. 
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, 
LIBOR..................................................................................................53
Section 4.4. 
Increased Costs ....................................................................................62
Section 4.5. 
Funding Indemnity 
...............................................................................63
Section 4.6. 
Discretion of Lender as to Manner of Funding 
....................................64
Section 4.7. 
Lending Offices; Mitigation Obligations 
.............................................64
S
ECTION
 
5. 
P
LACE AND 
A
PPLICATION 
OF 
P
AYMENTS
 
....................................................64
Section 5.1. 
Place and Application of Payments .....................................................64
Section 5.2. 
Non-Business Days 
..............................................................................65
Section 5.3. 
Payments Set Aside..............................................................................65
Section 5.4. 
Account Debit 
......................................................................................65
S
ECTION
 
6. 
R
EPRESENTATIONS 
AND 
W
ARRANTIES
 
........................................................66
Section 6.1. 
Organization and Qualification 
............................................................66






-vi-
Section 6.2. 
Subsidiaries 
..........................................................................................66
Section 6.3. 
Authority and Validity of Obligations 
.................................................66
Section 6.4. 
Use of Proceeds; Margin Stock............................................................67
Section 6.5. 
Financial Reports .................................................................................67
Section 6.6. 
No Material Adverse Change...............................................................68
Section 6.7. 
Full Disclosure 
.....................................................................................68
Section 6.8. 
Trademarks, Franchises, and Licenses 
.................................................68
Section 6.9. 
Governmental Authority and Licensing 
...............................................68
Section 6.10. 
Good Title ............................................................................................69
Section 6.11. 
Litigation and Other Controversies 
......................................................69
Section 6.12. 
Taxes ....................................................................................................69
Section 6.13. 
Approvals 
.............................................................................................69
Section 6.14. 
Affiliate Transactions 
...........................................................................69
Section 6.15. 
Investment Company ...........................................................................69
Section 6.16. 
ERISA 
..................................................................................................69
Section 6.17. 
Compliance with Laws ........................................................................70
Section 6.18. 
OFAC 
...................................................................................................71
Section 6.19. 
Labor Matters 
.......................................................................................71
Section 6.20. 
Other Agreements 
................................................................................71
Section 6.21. 
Solvency 
...............................................................................................71
Section 6.22. 
No Default 
............................................................................................71
Section 6.23. 
No Broker Fees ....................................................................................71
S
ECTION
 
7. 
C
ONDITIONS 
P
RECEDENT
 
............................................................................72
Section 7.1. 
All Credit Events..................................................................................72
Section 7.2. 
Initial Credit Event 
...............................................................................72
S
ECTION
 
8. 
C
OVENANTS
 
................................................................................................74
Section 8.1. 
Maintenance of Business .....................................................................74
Section 8.2. 
Maintenance of Properties ...................................................................75
Section 8.3. 
Taxes and Assessments 
........................................................................75
Section 8.4. 
Insurance 
..............................................................................................75
Section 8.5. 
Financial Reports .................................................................................76
Section 8.6. 
Inspection; Field Audits 
.......................................................................78
Section 8.7. 
Borrowings and Guaranties 
..................................................................78
Section 8.8. 
Liens 
.....................................................................................................80
Section 8.9. 
Investments, Acquisitions, Loans and Advances 
.................................82
Section 8.10. 
Mergers, Consolidations and Sales 
......................................................83
Section 8.11. 
Maintenance of Subsidiaries 
................................................................84
Section 8.12. 
Dividends and Certain Other Restricted Payments 
..............................85
Section 8.13. 
ERISA 
..................................................................................................85
Section 8.14. 
Compliance with Laws ........................................................................85
Section 8.15. 
Compliance with OFAC Sanctions Programs and Anti-Corruption 
Laws 
.....................................................................................................86
Section 8.16. 
Burdensome Contracts With Affiliates 
................................................87






-vii-
Section 8.17. 
No Changes in Fiscal Year ..................................................................88
Section 8.18. 
Formation of Subsidiaries 
....................................................................88
Section 8.19. 
Change in the Nature of Business 
........................................................88
Section 8.20. 
Use of Proceeds 
....................................................................................88
Section 8.21. 
No Restrictions.....................................................................................88
Section 8.22. 
Financial Covenants 
.............................................................................88
S
ECTION
 
9. 
E
VENTS OF 
D
EFAULT 
AND 
R
EMEDIES
 
.........................................................89
Section 9.1. 
Events of Default .................................................................................89
Section 9.2. 
Non-Bankruptcy Defaults 
....................................................................91
Section 9.3. 
Bankruptcy Defaults ............................................................................91
Section 9.4. 
Collateral for Undrawn Letters of Credit 
.............................................92
Section 9.5. 
Post-Default Collections 
......................................................................92
S
ECTION
 
10. 
T
HE 
A
DMINISTRATIVE 
A
GENT
 
....................................................................93
Section 10.1. 
Appointment and Authority 
.................................................................93
Section 10.2. 
Rights as a Lender 
................................................................................93
Section 10.3. 
Action by Administrative Agent; Exculpatory Provisions ..................94
Section 10.4. 
Reliance by Administrative Agent 
.......................................................95
Section 10.5. 
Delegation of Duties ............................................................................95
Section 10.6. 
Resignation of Administrative Agent ..................................................96
Section 10.7. 
Non-Reliance on Administrative Agent and Other Lenders 
................96
Section 10.8. 
L/C Issuer and Swingline Lender ........................................................97
Section 10.9. 
Hedging Liability and Bank Product Obligations 
................................98
Section 10.10. 
Designation of Additional Agents .......................................................98
Section 10.11. 
Authorization to Enter into, and Enforcement of, the Collateral 
Documents; Possession of Collateral 
...................................................98
Section 10.12. 
Authorization to Release, Limit or Subordinate Liens or to Release 
Guaranties ............................................................................................99
Section 10.13. 
Authorization of Administrative Agent to File Proofs of Claim .......100
Section 10.14. 
Certain ERISA Matters 
......................................................................101
Section 10.15. 
Recovery of Erroneous Payments 
......................................................102
S
ECTION
 
11. 
T
HE 
G
UARANTEES
 
....................................................................................102
Section 11.1. 
The Guarantees ..................................................................................102
Section 11.2. 
Guarantee Unconditional ...................................................................103
Section 11.3. 
Discharge Only upon Payment in Full; Reinstatement in Certain 
Circumstances 
....................................................................................104
Section 11.4. 
Subrogation 
........................................................................................104
Section 11.5. 
Subordination 
.....................................................................................105
Section 11.6. 
Waivers ..............................................................................................105
Section 11.7. 
Limit on Recovery .............................................................................105
Section 11.8. 
Stay of Acceleration 
...........................................................................105
Section 11.9. 
Benefit to Guarantors 
.........................................................................105
Section 11.10. 
Keepwell ............................................................................................105






-viii-
S
ECTION
 
12. 
C
OLLATERAL
 
............................................................................................106
Section 12.1. 
Collateral 
............................................................................................106
Section 12.2. 
Depository Banks 
...............................................................................106
Section 12.3. 
Further Assurances.............................................................................106
S
ECTION
 
13. 
M
ISCELLANEOUS
 
......................................................................................107
Section 13.1. 
Notices ...............................................................................................107
Section 13.2. 
Successors and Assigns 
......................................................................108
Section 13.3. 
Amendments ......................................................................................112
Section 13.4. 
Costs and Expenses; Indemnification 
................................................114
Section 13.5. 
No Waiver, Cumulative Remedies ....................................................116
Section 13.6. 
Right of Setoff....................................................................................116
Section 13.7. 
Sharing of Payments by Lenders .......................................................117
Section 13.8. 
Survival of Representations 
...............................................................118
Section 13.9. 
Survival of Indemnities 
......................................................................118
Section 13.10. 
Counterparts; Integration; Effectiveness 
............................................118
Section 13.11. 
Headings ............................................................................................118
Section 13.12. 
Severability of Provisions 
..................................................................118
Section 13.13. 
Construction 
.......................................................................................119
Section 13.14. 
Excess Interest ...................................................................................119
Section 13.15. 
Lender’s and L/C Issuer’s Obligations Several .................................119
Section 13.16. 
No Advisory or Fiduciary Responsibility 
..........................................120
Section 13.17. 
Governing Law; Jurisdiction; Consent to Service of Process 
............120
Section 13.18. 
Waiver of Jury Trial 
...........................................................................121
Section 13.19. 
USA Patriot Act 
.................................................................................121
Section 13.20. 
Confidentiality ...................................................................................121
Section 13.21. 
Acknowledgement and Consent to Bail-In of EEA Financial 
Institutions..........................................................................................122
Section 13.22. 
Amendment and Restatement ............................................................123
Section 13.23. 
Acknowledgement Regarding Any Supported QFCs 
........................123
Signature Page ............................................................................................................................. 
S-1 






-ix-
E
XHIBIT
 
A 
— 
Notice of Payment Request 
E
XHIBIT
 
B 
— 
Notice of Borrowing 
E
XHIBIT
 
C 
— 
Notice of Continuation/Conversion 
E
XHIBIT
 
D-1 
— 
Revolving Note 
E
XHIBIT
 
D-2 
— 
Swing Note 
E
XHIBIT
 
E 
— 
Compliance Certificate 
E
XHIBIT
 
F 
— 
Additional Guarantor Supplement 
E
XHIBIT
 
G 
— 
Assignment and Assumption 
E
XHIBIT
 
H-1 
— 
Form of 
U.S. Tax Compliance Certificate
E
XHIBIT
 
H-2 
— 
Form of 
U.S. Tax Compliance Certificate
E
XHIBIT
 
H-3 
— 
Form of 
U.S. Tax Compliance Certificate
E
XHIBIT
 
H-4 
— 
Form of 
U.S. Tax Compliance Certificate
E
XHIBIT
 
I 
— 
Increase Request 
SCHEDULE 1.1 
— 
Cal-Maine Foods Investment Guidelines 
S
CHEDULE 
2.1/2.2 
— 
Commitments
S
CHEDULE
 
6.2 
— 
Subsidiaries 
S
CHEDULE
 
8.7 
— 
Existing Indebtedness 
S
CHEDULE
 
8.8 
— 
Existing Liens 
S
CHEDULE
 
8.9 
— 
Existing Investments 






-1-
A
MENDED AND 
R
ESTATED 
C
REDIT 
A
GREEMENT
This Amended and Restated Credit 
Agreement is entered into 
as of November 15, 2021 
by 
and 
among 
Cal-Maine 
Foods, 
Inc., 
a 
Delaware 
corporation 
(the 
“Borrower”
), 
the 
direct 
and 
indirect Wholly-owned Subsidiaries that are 
Domestic Subsidiaries of the Borrower 
from time to 
time party 
to this 
Agreement, as 
Guarantors, the 
several financial 
institutions from 
time to 
time 
party to 
this Agreement, 
as Lenders, 
and BMO H
ARRIS 
B
ANK 
N.A.,
as Administrative 
Agent as 
provided herein. 

P
RELIMINARY 
S
TATEMENT
W
HEREAS
,
pursuant to 
that certain 
Credit Agreement 
dated as 
of July 
10, 2018 
(as amended 
prior to the date 
hereof, without giving effect to 
the amendments and restatements 
set forth herein, 
the 
“Existing Credit Agreement”
), by and among the Borrowers, the Guarantors 
party thereto, the 
lenders party thereto and the Administrative Agent, the 
lenders thereunder have made available to 
the 
Borrowers 
a 
revolving 
loan 
facility 
upon 
and 
subject 
to 
the 
terms 
and 
conditions 
set 
forth 
therein; 
W
HEREAS
, 
the 
Loan 
Parties, 
the 
Administrative 
Agent 
and 
the 
Lenders 
desire 
to 
amend 
and 
restate 
the 
Existing 
Credit 
Agreement 
in 
its 
entirety 
in 
order 
to 
provide 
an 
increase 
to 
the 
revolving credit facility and make certain other amendments as more fully set forth 
herein, which 
amendment and restatement 
shall become effective 
upon satisfaction of 
the conditions precedent 
set forth herein; 
W
HEREAS
, in 
connection with 
the foregoing 
and as 
an inducement 
for the 
Lenders to 
extend 
and/or 
continue 
to 
extend 
the 
credit 
contemplated 
hereunder, 
the 
Loan 
Parties 
have 
agreed 
to 
continue 
to 
secure 
all 
of 
their 
joint 
and 
several 
Obligations 
by 
granting 
to 
the 
Administrative 
Agent, for the benefit of the Lenders, 
a first priority lien on the Collateral 
(as hereinafter defined); 
and 

W
HEREAS
, it is the 
intent of the 
parties hereto that 
this Agreement not 
constitute a novation 
of the obligations 
and liabilities of 
the parties under 
the Existing Credit 
Agreement, and the 
parties 
hereto 
hereby 
agree 
that 
all 
obligations 
under 
the 
Loan 
Documents 
(as 
amended 
prior 
to 
the 
Closing Date) shall continue in full force and effect from and after the Closing Date. 
N
OW
,
T
HEREFORE
, in consideration 
of the mutual 
agreements contained herein, 
and other 
good and valuable 
consideration, the receipt 
and sufficiency 
of which are 
hereby acknowledged, 
the parties hereto hereby agree as follows: 






 

-2-
S
ECTION
 
1. 
D
EFINITIONS
;
I
NTERPRETATION
. 
Section 1.1. 
Definitions
. 
The following terms when used herein shall have the 
following 
meanings: 
“Acquired Business”
 
means the entity or assets acquired by the 
Borrower or another Loan 
Party in an Acquisition, whether before or after the date hereof. 
“Acquisition”
 
means any transaction or series of related transactions for the purpose of or 
resulting, directly 
or indirectly, 
in (a) the 
acquisition of 
all or 
substantially all 
of the 
assets of 
a 
Person, or 
of any business 
or division 
of a Person, 
(b) the acquisition 
of no less 
than 51% of 
the 
capital 
stock, 
partnership 
interests, 
membership 
interests 
or 
equity 
of 
any 
Person 
(other 
than 
a 
Person 
that 
is 
a 
Subsidiary), 
or 
otherwise 
causing 
any 
Person 
to 
become 
a 
Subsidiary, 
or 
(c) a 
merger or consolidation or any other combination with another Person (other than a Person that is 
a Subsidiary) provided that the Borrower or a Guarantor is the surviving entity. 
“Additional 
Credit 
Extension 
Amendment” 
means 
an 
amendment 
to 
this 
Agreement 
(which 
may, 
at 
the 
option 
of 
the 
Administrative 
Agent, 
be 
in 
the 
form 
of 
an 
amendment 
and 
restatement of 
this Agreement) 
providing for 
any Extended 
Revolving Credit 
Commitments and/or 
Extended 
Incremental 
Term 
Loans pursuant 
to Section 
2.16, which 
shall 
be 
consistent with 
the 
applicable 
provisions of 
this 
Agreement 
and 
otherwise 
satisfactory 
to 
the parties 
thereto. 
Each 
Additional Credit Extension Amendment shall 
be executed by the Administrative Agent, 
the L/C 
Issuer and/or 
the Swingline 
Lender (to 
the extent 
Section 2.16 
would require 
the consent 
of the 
L/C 
Issuer 
and/or 
the 
Swingline 
Lender, 
respectively 
for 
the 
amendments 
effected 
in 
such 
Additional Credit Extension Amendment), the Loan Partis and each applicable extending Lender. 

Any Additional Credit Extension Amendment may 
include conditions for delivery of opinions 
of 
counsel 
and 
other 
documentation 
consistent 
with 
the 
conditions 
in 
Section 
7.2 
all 
to 
the 
extent 
reasonably requested by the Administrative Agent 
or the Lenders party to such 
Additional Credit 
Extension Amendment. 
“Adjusted 
LIBOR”
 
means, 
for 
any 
Borrowing 
of 
Eurodollar 
Loans, 
a 
rate 
per 
annum 
determined in accordance with the following formula: 
Adjusted LIBOR 
= 
LIBOR 

 
1 - Eurodollar Reserve Percentage 
“Administrative Agent” 
means BMO Harris 
Bank N.A., in 
its capacity as 
Administrative 
Agent hereunder, and any successor in such capacity pursuant to Section 10.6. 
“Administrative 
Questionnaire” 
means 
an 
Administrative 
Questionnaire 
in 
a 
form 
supplied by the Administrative Agent.
“Affiliate” 
means, 
with 
respect 
to 
a 
specified 
Person, 
another 
Person 
that 
directly, 
or 
indirectly through 
one or 
more intermediaries, 
Controls or 
is Controlled 
by or 
is under 
common 
Control with the Person specified; 
provided that
, in any event for purposes 
of this definition, any 
Person that 
owns, directly 
or indirectly, 
5% or 
more of 
the securities 
having the 
ordinary voting 






-3-
power 
for 
the 
election 
of 
directors 
or 
governing 
body 
of 
a 
corporation 
or 
5% 
or 
more 
of 
the 
partnership or other ownership interest of 
any other Person (other than 
as a limited partner of 
such 
other Person) will be deemed to control such corporation or other Person. 

“Agreement”
 
means this 
Amended and 
Restated Credit 
Agreement, as 
the same 
may be 
amended, modified, restated or supplemented from time to time pursuant to the terms hereof. 
“Anti-Corruption Law”
 
means the 
FCPA and any law, rule 
or regulation 
of any 
jurisdiction 
concerning 
or 
relating 
to 
bribery 
or 
corruption 
that 
are 
applicable 
to 
any 
Loan 
Party 
or 
any 
Subsidiary or Affiliate. 
“Applicable 
Margin”
 
means, 
with 
respect 
to 
Loans, 
Reimbursement 
Obligations, 
L/C 
Participation Fees, 
and the 
commitment fees 
payable under 
Section 3.1(a), until 
the first 
Pricing 
Date, the rates per annum shown 
opposite Level I below, 
and thereafter from one Pricing Date 
to 
the 
next 
the 
Applicable 
Margin 
means 
the 
rates 
per 
annum 
determined 
in 
accordance 
with 
the 
following schedule: 
L
EVEL
T
OTAL 
F
UNDED 
D
EBT TO 
C
APITALIZATION 
R
ATIO FOR 
S
UCH 
P
RICING 
D
ATE
A
PPLICABLE 
M
ARGIN FOR 
B
ASE 
R
ATE 
L
OANS UNDER 
R
EVOLVING 
F
ACILITY AND 
R
EIMBURSEMENT 
O
BLIGATIONS SHALL 
BE
: 
A
PPLICABLE 
M
ARGIN FOR 
E
URODOLLAR 
L
OANS UNDER 
R
EVOLVING 
F
ACILITY AND 
L/C
P
ARTICIPATION 
F
EES SHALL BE
: 
A
PPLICABLE 
M
ARGIN FOR 
C
OMMITMENT 
F
EE 
SHALL BE
: 
I 
Less than 20.0% 
0.00% 
1.00% 
0.15% 
II 
Greater 
than 
or 
equal 20.0% 
and 
less than 30.0% 
0.25% 
1.25% 
0.20% 
III 
Greater 
than 
or 
equal 30.0% 
and 
less than 40.0% 
0.50% 
1.50% 
0.20% 
IV 
Greater 
than 
or 
equal to 40.0% 
0.75% 
1.75% 
0.25% 
For purposes hereof, 
the term 
“Pricing Date”
 
means, for 
any fiscal quarter 
of the Borrower 
ending 
on or 
after November 
27, 2021, 
the date 
on which 
the Administrative 
Agent is 
in receipt 
of the 
Borrower’s most recent financial statements (and, in the 
case of the year-end financial statements, 
audit 
report) 
for 
the 
fiscal 
quarter 
then ended, 
pursuant to 
Section 8.5. 
The 
Applicable 
Margin 
shall be established based on 
the Total 
Funded Debt to Capitalization 
Ratio for the most recently 
completed fiscal quarter and the Applicable 
Margin established on a Pricing 
Date shall remain in 
effect until the next Pricing Date. 
If the Borrower has not delivered 
its financial statements by the 
date such financial statements 
(and, in the case of 
the year-end financial 
statements, audit report) 
are required to be delivered under Section 8.5, until such financial statements and audit report are 
delivered, 
the 
Applicable 
Margin 
shall 
be 
the 
highest 
Applicable 
Margin 
(
i.e.,
 
Level IV 
shall 
apply). 
If the 
Borrower subsequently 
delivers such 
financial statements 
before the 
next Pricing 






-4-
Date, 
the 
Applicable 
Margin 
shall 
be 
determined 
on 
the 
date 
of 
delivery 
of 
such 
financial 
statements 
and 
remain 
in 
effect 
until 
the 
next 
Pricing 
Date. 
In 
all 
other 
circumstances, 
the 
Applicable Margin 
shall be in 
effect from 
the Pricing Date 
that occurs immediately 
after the end 
of 
the 
fiscal 
quarter 
covered 
by 
such 
financial 
statements 
until 
the 
next 
Pricing 
Date. 
Each 
determination of the Applicable 
Margin made by the Administrative 
Agent in accordance with 
the 
foregoing 
shall 
be 
conclusive 
and 
binding 
on 
the 
Borrower 
and 
the 
Lenders 
if 
reasonably 
determined. 

“Application”
 
is defined in Section 2.3(b). 
“Assignment 
and 
Assumption”
 
means 
an 
assignment 
and 
assumption 
entered 
into 
by 
a 
Lender 
and 
an 
Eligible 
Assignee 
(with 
the 
consent 
of 
any 
party 
whose 
consent 
is 
required 
by 
Section 13.2(b)), and accepted by 
the Administrative Agent, 
in substantially the 
form of Exhibit G 
or any other form approved by the Administrative Agent.
“Authorized Representative”
 
means those 
persons shown 
on the 
list of 
officers provided 
by the 
Borrower pursuant 
to Section 7.2 
or on 
any update 
of any 
such list 
provided by 
the Borrower 
to the Administrative Agent, or any further or different officers 
of the Borrower so named by any 
Authorized Representative of the Borrower in a written notice to the Administrative Agent. 
“Bail-In Action”
 
means the 
exercise of 
any Write-Down 
and Conversion 
Powers by 
the 
applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
“Bail-In 
Legislation”
 
means, 
with 
respect 
to 
any 
EEA 
Member 
Country 
implementing 
Article 55 
of Directive 
2014/59/EU of 
the European 
Parliament and 
of the 
Council of 
the European 
Union, the implementing 
law for such 
EEA Member Country 
from time to 
time which is 
described 
in the EU Bail-In Legislation Schedule. 
“Bank 
Products”
 
means 
each 
and 
any 
of 
the 
following 
bank 
products 
and 
services 
provided to any 
Loan Party 
by any Lender 
or any of 
its Affiliates: 
(a) credit or 
charge cards 
for 
commercial customers 
(including, without 
limitation, “commercial 
credit cards” 
and purchasing 
cards), 
(b) stored 
value 
cards, 
and 
(c) depository, 
cash 
management, 
and 
treasury 
management 
services 
(including, 
without 
limitation, 
controlled 
disbursement, 
automated 
clearinghouse 
transactions, return items, overdrafts and interstate depository network services). 
“Bank Product 
Obligations”
 
of the 
Loan Parties 
means any 
and all 
of their 
obligations, 
whether 
absolute 
or 
contingent 
and 
howsoever 
and 
whensoever 
created, 
arising, 
evidenced 
or 
acquired (including all renewals, extensions and 
modifications thereof and substitutions therefor) 
in connection with Bank Products. 
“Base Rate”
 
means, for any 
day, 
the rate per 
annum equal to 
the greatest of: 
(a) the rate 
of interest announced 
or otherwise established 
by the Administrative 
Agent from time 
to time as 
its prime commercial 
rate
as in effect 
on such day, with 
any change in 
the Base Rate 
resulting from 
a change in said prime commercial rate 
to be effective as of the date of the 
relevant change in said 
prime 
commercial 
rate 
(it 
being 
acknowledged 
and 
agreed 
that 
such 
rate 
may 
not 
be 
the 
Administrative Agent’s best or 
lowest rate), (b) the 
sum of (i) the 
Federal Funds Rate 
for such day, 






-5-
plus
 
(ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day 
plus 
1.00%. 
As used herein, the 
term 
“LIBOR Quoted Rate”
 
means, for any day, the rate per annum 
equal to the quotient of 
(i) the 
rate per 
annum (rounded 
upwards, if 
necessary, 
to the 
next higher 
one hundred-thousandth 
of a 
percentage point) 
for deposits 
in U.S. 
Dollars for 
a one-month 
interest period 
as reported 
on the 
applicable Bloomberg 
screen page 
(or such 
other commercially 
available source 
providing such 
quotations as may be designated by the Administrative Agent from 
time to time) as of 11:00 a.m. 
(London, England 
time) on 
such day 
(or, 
if such 
day is 
not a 
Business Day, 
on the 
immediately 
preceding 
Business 
Day) 
divided 
by 
(ii) one 
(1) 
minus 
the 
Eurodollar 
Reserve 
Percentage, 
provided
 
that in no event shall the “LIBOR Quoted Rate” be less than 0.00%. 
“Base Rate Loan”
 
means a Loan bearing interest at a rate specified in Section 2.4(a). 
“Beneficial Ownership 
Certification”
 
means a 
certification regarding 
beneficial ownership 
a required by the Beneficial Ownership Regulation. 
“Beneficial Ownership Regulation”
 
means 31 CFR § 1010.230. 
“Borrower”
 
is defined in the introductory paragraph of this Agreement. 
“Borrowing”
 
means 
the 
total 
of 
Loans 
of 
a 
single 
type 
advanced, 
continued 
for 
an 
additional Interest Period, or converted from 
a different type into such 
type by the Lenders under 
a 
Facility 
on 
a 
single 
date 
and, 
in 
the 
case 
of 
Eurodollar 
Loans, 
for 
a 
single 
Interest 
Period. 

Borrowings of Loans are 
made and maintained ratably 
from each of the 
Lenders under a Facility 
according to their 
Percentages of such Facility. 
A Borrowing is 
“advanced”
 
on the day Lenders 
advance 
funds 
comprising 
such 
Borrowing 
to 
the 
Borrower, 
is 
“continued”
 
on 
the 
date 
a 
new 
Interest Period 
for the 
same type 
of Loans 
commences for 
such Borrowing, 
and is 
“converted”
when such Borrowing is changed from one 
type of Loans to the other, 
all as determined pursuant 
to Section 2.6. 
Borrowings of Swingline Loans are made by the 
Swingline Lender in accordance 
with the procedures set forth in Section 2.2(b). 
“Business Day”
 
means any day (other than a Saturday or Sunday) on which banks are not 
authorized or required 
to close in 
Chicago, Illinois and, 
if the applicable 
Business Day relates 
to 
the advance 
or continuation 
of, or 
conversion into, 
or payment 
of a 
Eurodollar 
Loan, on 
which 
banks are dealing in U.S. Dollar deposits in the interbank eurodollar market in London, England. 
“Capital Expenditures”
 
means, with 
respect to 
any Person 
for any 
period, the 
aggregate 
amount of all expenditures 
(whether paid in cash 
or accrued as a 
liability) by such Person 
during 
that period for the acquisition or leasing (pursuant to 
a Capital Lease) of fixed or capital assets or 
additions 
to 
property, 
plant, 
or 
equipment 
(including 
replacements, 
capitalized 
repairs, 
and 
improvements), and for any of the foregoing are required to be capitalized on the balance sheet of 
such Person in accordance with GAAP. 

“Capital Lease
” means any lease of Property which in accordance with GAAP is required 
to be capitalized on 
the balance sheet of 
the lessee; 
provided
 
that the adoption or 
issuance of any 
accounting 
standards after 
the Closing 
Date 
will not 
cause 
any lease 
that 
was 
not 
or would 
not 
have been a Capital Lease prior to such adoption or issuance to be deemed a Capital Lease. 






 

-6-
“Capitalized Lease Obligation”
 
means, for any Person, the 
amount of the liability shown 
on the balance 
sheet of such 
Person in respect 
of a Capital 
Lease determined in 
accordance with 
GAA
P. 
“Cash Collateralize”
 
means, to 
pledge and 
deposit with 
or deliver 
to the 
Administrative 
Agent, for 
the benefit of 
one or 
more of the 
L/C Issuer 
or Lenders, 
as collateral for 
L/C Obligations 
or 
obligations 
of 
Lenders 
to 
fund 
participations 
in 
respect 
of 
L/C 
Obligations, 
cash 
or 
deposit 
account balances subject 
to a first 
priority perfected security 
interest in favor 
of the Administrative 
Agent 
or, 
if 
the 
Administrative 
Agent 
and 
each 
applicable 
L/C 
Issuer 
shall 
agree 
in 
their 
sole 
discretion, 
other 
credit 
support, 
in 
each 
case 
pursuant 
to 
documentation 
in 
form 
and 
substance 
satisfactory to the Administrative Agent and each applicable L/C Issuer. 

“Cash Collateral”
 
shall 
have a meaning correlative to the foregoing and shall include the proceeds of 
such cash collateral 
and other credit support. 
“Cash 
Equivalents” 
means 
(a) 
cash 
in 
banks 
or 
on 
hand 
and 
(b) investments 
with 
a 
maturity of three (3) months or less when purchased, which are made in accordance with the Cal-
Maine Investment 
Guidelines as 
attached hereto 
as Schedule 
1.1,
1
 
as the 
same may 
be amended 
from time to time with the consent of the Required Lenders. 
“CERCLA” 
means 
the 
Comprehensive 
Environmental 
Response, 
Compensation 
and 
Liability 
Act 
of 
1980, 
as 
amended 
by 
the 
Superfund 
Amendments 
and 
Reauthorization 
Act 
of 
1986, 42 U.S.C. 
§§
9601 
et seq.,
 
and any future amendments. 
“Change in 
Law”
 
means the 
occurrence, after 
the date 
of this 
Agreement, of 
any of 
the 
following: 
(a) the adoption or 
taking effect 
of any law, 
rule, regulation or 
treaty, 
(b) any change 
in 
any 
law, 
rule, 
regulation 
or 
treaty 
or 
in 
the 
administration, 
interpretation, 
implementation 
or 
application thereof by any Governmental Authority, 
or (c) the making or issuance of any request, 
rule, 
guideline 
or 
directive 
(whether 
or 
not 
having 
the 
force 
of 
law) 
by 
any 
Governmental 
Authority; 
provided
 
that notwithstanding 
anything herein 
to the contrary, (x) the 
Dodd-Frank Wall 
Street 
Reform 
and 
Consumer 
Protection 
Act 
and 
all 
requests, 
rules, 
regulations, 
guidelines 
or 
directives thereunder 
or issued 
in connection 
therewith 
and (y) 
all requests, 
rules, guidelines 
or 
directives promulgated 
by the 
Bank for 
International Settlements, 
the Basel 
Committee on 
Banking 
Supervision 
(or 
any 
successor 
or 
similar 
authority) 
or 
the 
United 
States 
or 
foreign 
regulatory 
authorities, in 
each case 
pursuant to 
Basel III, 
shall in 
each case 
be deemed 
to be 
a “Change 
in 
Law”, regardless of the date enacted, adopted or 
issued, or (b) any “Change of Control” (or 
words 
of 
like 
import), 
as 
defined 
in 
any 
agreement 
or 
indenture 
relating 
to 
any 
issue 
of 
Material 
Indebtedness of any Loan Party or any Subsidiary of a Loan Party, shall occur. 
“Change of Control”
 
means Fred R. Adams Jr. 
, 
his spouse, natural children, sons-in-law 
or 
grandchildren, 
or 
any 
trust, 
guardianship, 
conservatorship 
or 
custodianship 
for 
the 
primary 
benefit of 
any of 
the foregoing, 
or any 
family limited partnership, 
similar limited liability 
company 
or other entity that 100% of voting control of such entity, is held by any of the foregoing, cease at 
1
 
Note to Cal-Maine: 
Please provide most up to date version of the investment guidelines. 






-7-
any time 
and for 
any reason 
(including death 
or incapacity) 
to own, 
legally 
and beneficially, 
at 
least 50% of the votes represented by the Voting Stock of the Borrower. 
“Closing Date”
 
means the date of this Agreement or such later Business Day upon which 
each condition described in Section 7.2 shall 
be satisfied or waived in a manner 
acceptable to the 
Administrative Agent in its discretion. 
“Code”
 
means the Internal Revenue Code of 1986, as amended, and any successor statute 
thereto. 
“Collateral”
 
means all 
properties, rights, 
interests, and 
privileges from 
time to 
time subject 
to the Liens granted 
to the Administrative Agent, 
or any security trustee 
therefor, by the Collateral 
Documents. 
“Collateral Account”
 
is defined in Section 9.4. 
“Collateral Access Agreement”
 
means any landlord 
waiver, warehouse, processor or 
other 
bailee letter 
or other 
agreement, in 
form and 
substance satisfactory 
to the 
Administrative Agent, 
between the Administrative 
Agent and any 
third party (including 
any bailee, consignee, 
customs 
broker, or other similar Person) in possession of any Collateral or 
any landlord of the Borrower or 
any 
Subsidiary 
for 
any 
real 
property 
where 
any 
Collateral 
is 
located, 
as 
such 
landlord 
waiver, 
bailee 
letter 
or 
other 
agreement 
may 
be 
amended, 
restated, 
or 
otherwise 
modified 
from 
time 
to 
time. 
“Collateral Documents” 
means the Security Agreement, 
and all other mortgages, 
deeds of 
trust, 
security 
agreements, 
pledge 
agreements, 
assignments, 
financing 
statements, 
control 
agreements, 
and 
other 
documents 
as 
shall 
from 
time 
to 
time 
secure 
or 
relate 
to 
the 
Secured 
Obligations or any part thereof. 
“Commitments”
 
means the Revolving Credit Commitments. 
“
Commodity Exchange Act”
 
means the Commodity 
Exchange Act (7 
U.S.C. § 1 
et seq.), 
as amended from time to time, and any successor statute. 

“Connection 
Income 
Taxes”
 
means 
Other 
Connection 
Taxes 
that 
are 
imposed 
on 
or 
measured by 
net income 
(however denominated) 
or that 
are franchise 
Taxes or branch 
profit Taxes. 
“Control” 
means the possession, directly or indirectly, 
of the power to direct or cause the 
direction of the management 
or policies of a 
Person, whether through the 
ability to exercise voting 
power, 
by 
contract 
or 
otherwise. 

“Controlling”
 
and 
“Controlled”
 
have 
meanings 
correlative 
thereto. 
“Controlled 
Group”
 
means 
all 
members 
of 
a 
controlled 
group 
of 
corporations 
and 
all 
trades or businesses 
(whether or not 
incorporated) under common 
control which, together 
with any 
Loan Party, are treated as a single employer under Section 414 of the Code. 






-8-
“Credit Event”
 
means the advancing 
of any Loan, 
or the issuance 
of, or extension 
of the 
expiration date or increase in the amount of, any Letter of Credit. 
“Debtor Relief 
Laws”
 
means the 
Bankruptcy Code 
of the 
United States 
of America, 
and 
all 
other 
liquidation, 
conservatorship, 
bankruptcy, 
assignment 
for 
the 
benefit 
of 
creditors, 
moratorium, rearrangement, 
receivership, insolvency, reorganization, or 
similar debtor 
relief Laws 
of the United States or other applicable jurisdictions from time to time in effect. 
“Default”
 
means any 
event or 
condition which 
constitutes an 
Event of 
Default or 
any event 
or condition 
the occurrence 
of which 
would, with 
the passage 
of time 
or the 
giving of 
notice, or 
both, constitute an Event of Default. 
“Defaulting Lender”
 
means, subject 
to Section 2.13(b), 
any Lender 
that (a) has 
failed to 
(i) fund all or any portion 
of its Loans within two 
(2) Business Days of the date 
such Loans were 
required 
to 
be 
funded 
hereunder 
unless 
such 
Lender 
notifies 
the 
Administrative 
Agent 
and 
the 
Borrower in writing that such failure is the result 
of such Lender’s determination that one or more 
conditions precedent to funding 
(each of which conditions 
precedent, together with any 
applicable 
default, 
shall 
be 
specifically 
identified in 
such writing) 
has not 
been 
satisfied, 
or (ii) 
pay 
to the 
Administrative Agent, 
any L/C 
Issuer, the Swingline Lender 
or any 
other Lender any 
other amount 
required to be paid by it hereunder (including in 
respect of its participation in Letters of Credit or 
Swingline 
Loans) 
within 
two 
(2) Business 
Days 
of 
the 
date 
when 
due, 
(b) has 
notified 
the 
Borrower, the 
Administrative Agent or 
any L/C Issuer 
or the Swingline 
Lender in 
writing that it 
does not intend to comply with 
its funding obligations hereunder, 
or has made a public statement 
to that effect (unless such writing or public statement relates to 
such Lender’s obligation to fund a 
Loan 
hereunder 
and 
states 
that 
such 
position 
is 
based 
on 
such 
Lender’s 
determination 
that 
a 
condition precedent to 
funding (which condition 
precedent, together with 
any applicable default, 
shall 
be 
specifically 
identified 
in 
such 
writing 
or 
public 
statement) 
cannot 
be 
satisfied), 
(c) has 
failed, 
within 
three 
(3) Business 
Days 
after 
written 
request 
by 
the 
Administrative 
Agent 
or 
the 
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply 
with its prospective funding 
obligations hereunder (
provided
 
that such Lender shall 
cease to be a 
Defaulting 
Lender 
pursuant 
to 
this 
clause (c) 
upon 
receipt 
of 
such 
written 
confirmation 
by 
the 
Administrative Agent and 
the Borrower), or 
(d) has, or has 
a direct or 
indirect parent company 
that 
has, at 
any time 
after the 
Closing Date 
(i) become 
the subject 
of a 
proceeding under 
any Debtor 
Relief 
Law, 
(ii) had 
appointed 
for 
it 
a 
receiver, 
custodian, 
conservator, 
trustee, 
administrator, 
assignee for 
the benefit 
of creditors 
or similar 
Person charged 
with reorganization 
or liquidation 
of its business or assets, including the Federal Deposit 
Insurance Corporation or any other state or 
federal regulatory 
authority acting 
in such 
a capacity 
or (iii) become 
the subject 
of a 
Bail-in Action; 
provided
 
that 
a 
Lender 
shall 
not 
be 
a 
Defaulting 
Lender 
solely 
by 
virtue 
of 
the 
ownership 
or 
acquisition of 
any equity interest 
in that Lender 
or any direct 
or indirect parent 
company thereof 
by a Governmental Authority so 
long as such ownership 
interest does not result in 
or provide such 
Lender 
with 
immunity 
from 
the 
jurisdiction 
of 
courts 
within 
the 
United 
States 
or 
from 
the 
enforcement 
of 
judgments 
or 
writs 
of 
attachment 
on 
its 
assets 
or 
permit 
such 
Lender 
(or 
such 
Governmental Authority) 
to reject, 
repudiate, disavow 
or disaffirm 
any contracts 
or agreements 
made 
with 
such 
Lender. 
Any 
determination 
by 
the 
Administrative 
Agent 
that 
a 
Lender 
is 
a 
Defaulting 
Lender 
under 
clauses (a) 
through 
(d) 
above 
shall 
be 
conclusive 
and 
binding 
absent 
manifest 
error, 
and 
such 
Lender 
shall 
be 
deemed 
to 
be 
a 
Defaulting 
Lender 
(subject 
to 






-9-
Section 2.13(b)) upon 
delivery of 
written notice 
of such 
determination to 
the Borrower, 
the L/C 
Issuer, the Swingline Lender and each Lender. 
“Designated Disbursement Account”
 
means the account of the Borrower maintained with 
the Administrative Agent or its Affiliate and designated in writing to the Administrative Agent as 
the Borrower’s Designated Disbursement Account (or such other 
account as the Borrower and the 
Administrative Agent may otherwise agree). 
“Disposition”
 
means 
the 
sale, 
lease, 
conveyance 
or 
other 
disposition 
of 
Property, 
other 
than (a) the sale or lease of inventory in the ordinary course of business, and (b) the sale, transfer, 
lease or other disposition of Property of a 
Loan Party to another Loan Party in the 
ordinary course 
of its business. 

“Domestic Subsidiary”
 
means a Subsidiary that is not a Foreign Subsidiary.
“EEA Financial 
Institution”
 
means (a) any 
credit institution 
or investment 
firm established 
in any EEA Member Country 
which is subject to 
the supervision of an 
EEA Resolution Authority, 
(b) any entity established in 
an EEA Member Country 
which is a parent 
of an institution described 
in 
clause 
(a) 
of 
this 
definition, 
or 
(c) any 
financial 
institution 
established 
in 
an 
EEA 
Member 
Country which is a subsidiary of an 
institution described in clauses (a) or 
(b) of this definition and 
is subject to consolidated supervision with its parent. 
“EEA Member Country”
 
means any of the member states of 
the European Union, Iceland, 
Liechtenstein, and Norway. 
“EEA 
Resolution 
Authority”
 
means 
any 
public 
administrative 
authority 
or 
any 
person 
entrusted 
with 
public 
administrative 
authority 
of 
any 
EEA 
Member 
Country 
(including 
any 
delegee) having responsibility for the resolution of any EEA Financial Institution. 
“Eligible Assignee” 
means any Person 
that meets the 
requirements to be 
an assignee under 
Section 13.2(b)(iii), 
(v) 
and 
(vi) 
(subject 
to 
such 
consents, 
if 
any, 
as 
may 
be 
required 
under 
Section 13.2(b)(iii)).
“Eligible Line 
of Business”
 
means any 
business engaged 
in as 
of the 
date of 
this Agreement 
by 
the 
Borrower or 
any other 
Loan Party 
or any 
business 
reasonably 
related 
thereto, 
including, 
without limitation, spent 
foul business, further 
processing, fertilizer or 
nutrient manufacturing or 
cooperative 
purchasing 
or 
similar 
businesses 
related 
to 
Borrower’s 
commercial 
egg 
production 
business. 
“Environmental 
Claim” 
means 
any 
investigation, 
notice, 
violation, 
demand, 
allegation, 
action, suit, 
injunction, judgment, 
order, 
consent decree, 
penalty, 
fine, lien, 
proceeding or 
claim 
(whether administrative, judicial 
or private in 
nature), but not 
including internal reports 
prepared 
by 
or 
on 
behalf 
of 
Borrower 
in 
the 
ordinary 
course 
of 
business, 
arising 
(a) pursuant 
to, 
or 
in 
connection with an actual or alleged violation of, any Environmental 
Law, (b) in 
connection with 
any Hazardous 
Material, (c) from 
any abatement, 
removal, remedial, 
investigative, corrective 
or 
response 
action 
in 
connection 
with 
a 
Hazardous 
Material, 
Environmental 
Law 
or 
order 
of 
a 






-10-
governmental authority or (d) from any actual or alleged damage, injury, threat or harm to 
health, 
safety, natural resources or the environment. 
“Environmental Law”
 
means any current 
or future 
Legal Requirement pertaining 
to (a) the 
protection 
of 
health, 
safety 
and 
the 
indoor 
or 
outdoor 
environment, 
(b) the 
conservation, 
management, protection 
or use 
of natural 
resources and 
wildlife, (c) the 
protection or 
use of 
surface 
water 
or groundwater, 
(d) the 
management, 
manufacture, possession, 
presence, use, 
generation, 
transportation, 
treatment, 
storage, 
disposal, 
Release, 
threatened 
Release, 
abatement, 
removal, 
investigation, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution 
(including 
any 
Release 
to 
air, 
land, 
surface 
water 
or 
groundwater), 
and 
any 
amendment, 
rule, 
regulation, order or directive issued thereunder. 
“Environmental 
Liability”
 
means 
any 
liability, 
contingent 
or 
otherwise 
(including 
any 
liability for damages, costs of environmental remediation, fines, costs of compliance, penalties or 
indemnities), of any Loan 
Party or any Subsidiary 
of a Loan Party 
directly or indirectly resulting 
from 
or 
based 
upon 
(a) any 
actual 
or 
alleged 
violation 
of 
any 
Environmental 
Law, 
(b) 
the 
generation, 
use, 
handling, 
transportation, 
storage, 
treatment 
or 
disposal 
of 
any 
Hazardous 
Materials, (c) exposure 
to any Hazardous Materials, 
(d) the Release or threatened 
Release of any 
Hazardous 
Materials 
into 
the 
environment 
or 
(e) 
any 
contract, 
agreement 
or 
other 
legally 
enforceable 
consensual 
arrangement 
pursuant 
to 
which 
liability 
is 
assumed 
or 
imposed 
with 
respect to any of the foregoing. 
“ERISA”
 
means the 
Employee Retirement 
Income Security 
Act of 
1974, as 
amended, or 
any successor statute thereto. 
“EU Bail-In Legislation Schedule”
 
means the EU Bail-In Legislation Schedule published 
by the Loan Market Association (or any successor Person), as in effect from time to time. 
“Eurodollar Loan”
 
means a Loan bearing interest at the rate specified in Section 2.4(b). 
“Eurodollar Reserve 
Percentage”
 
means the 
maximum reserve 
percentage, expressed 
as 
a decimal, at which reserves 
(including, without limitation, any emergency, marginal, special, and 
supplemental reserves) are imposed by the Board of Governors 
of the Federal Reserve System (or 
any 
successor) 
on 
“eurocurrency 
liabilities”
, 
as 
defined 
in 
such 
Board’s 
Regulation D 
(or 
any 
successor thereto), 
subject to 
any amendments 
of such 
reserve requirement 
by such 
Board or 
its 
successor, taking into 
account any 
transitional adjustments 
thereto. 
For purposes 
of this 
definition, 
the relevant 
Loans shall 
be deemed 
to be 
“eurocurrency 
liabilities”
 
as defined 
in Regulation D 
without 
benefit 
or 
credit 
for 
any 
prorations, 
exemptions 
or 
offsets 
under 
Regulation D.
The 
Eurodollar Reserve 
Percentage shall 
be adjusted 
automatically on 
and as 
of the 
effective date 
of 
any change in any such reserve percentage. 
“Event of Default”
 
means any event or condition identified as such in Section 9.1. 
“Event of 
Loss”
 
means, with respect 
to any 
Property, 
any of 
the following: 
(a) any loss, 
destruction or damage of 
such Property or (b) any 
condemnation, seizure, or taking, 
by exercise of 






-11-
the power of 
eminent domain or 
otherwise, of such 
Property, 
or confiscation of 
such Property or 
the requisition of the use of such Property. 

“Exchange Act”
 
means the United States Securities and Exchange Act of 1934. 
“Excluded 
Deposit 
Account” 
means 
a 
deposit 
account 
the 
balance 
of 
which 
consists 
exclusively of (and 
is identified when 
established as an 
account established solely 
for the purposes 
of) 
(a) withheld 
income 
Taxes 
and 
federal, 
state, 
local 
or 
foreign 
employment 
Taxes 
in 
such 
amounts 
as 
are 
required 
in 
the 
reasonable 
judgment 
of 
a 
Loan 
Party 
to 
be 
paid 
to 
the 
Internal 
Revenue Service or 
any other U.S., 
federal, state or 
local or foreign 
government agencies within 
the 
following 
month 
with 
respect 
to 
employees 
of 
such 
Loan 
Party, 
(b) amounts 
required 
to 
be 
paid over to an 
employee benefit plan pursuant 
to DOL Reg. Sec. 2510.3-102 
on behalf of or 
for 
the 
benefit 
of 
employees 
of 
any 
Loan 
Party, 
(c) amounts 
which 
are 
required 
to 
be 
pledged 
or 
otherwise 
provided 
as 
security 
pursuant 
to 
any 
requirement 
of 
any 
Governmental 
Authority 
or 
foreign pension requirement, 
(d) amounts to be 
used to fund 
payroll obligations (including, 
but not 
limited to, 
any ZBA 
for payroll 
and amounts 
payable to 
any employment 
contracts between 
any 
Loan 
Party 
and 
their 
respective 
employees), 
(e) 
Texas 
Egg 
Products, 
LLC 
and 
South 
Texas 
Applicators, 
Inc. 
deposit 
accounts, 
and 
(f) other 
deposit 
accounts 
maintained 
in 
the 
ordinary 
course 
of 
business 
containing 
cash 
amounts 
that 
do 
not 
exceed 
at 
any 
time 
$2,000,000 
in 
the 
aggregate for all such 
accounts under this clause (f), 
unless requested by the 
Administrative Agent 
after the occurrence and during the continuation of an Event of Default.
“
Excluded Equity Issuances
” means (a) the issuance by 
any Subsidiary of equity securities 
to 
the 
Borrower 
or 
any 
Guarantor, 
as 
applicable, 
(b) the 
issuance 
of 
equity 
securities 
by 
the 
Borrower 
to any 
Person 
that 
is 
an 
equity 
holder 
of 
the 
Borrower 
prior 
to such 
issuance, 
(c) the 
issuance of equity securities of the Borrower to directors, officers and employees of the Borrower 
and its 
Subsidiaries pursuant 
to employee 
stock option 
plans (or 
other employee 
incentive plans 
or other compensation arrangements) approved by the Borrower’s Board of Directors, and (d) the 
issuance of equity 
securities of the 
Borrower in order 
to finance the 
purchase consideration (or 
a 
portion thereof) in connection with a Permitted Acquisition or Capital Expenditures. 
“Excluded Property” 
means (a) any intent-to-use trademark application prior to the filing 
of 
a 
“Statement 
of 
Use” 
or 
“Amendment 
to 
Allege 
Use” 
with 
the 
United 
States 
Patent 
and 
Trademark Office 
with respect thereto, 
to the extent, 
if any, 
that, and solely 
during the period, 
if 
any, in which, the grant of a security interest therein would 
impair the validity or enforceability of 
such intent-to-use 
trademark application 
under applicable 
federal law; 
(b) any 
permit 
or license 
issued to any 
Loan Party as 
the permit holder or 
licensee thereof or 
any lease to 
which any Loan 
Party is lessee thereof, in each case only to the extent and for 
so long as the terms of such permit, 
license, or lease effectively 
(after giving effect to 
Sections 9-406 through 9-409, inclusive, 
of the 
Uniform Commercial 
Code in 
the applicable 
state (or 
any successor 
provision or 
provisions) or 
any other 
applicable law) 
prohibit the 
creation by 
such Loan 
Party of 
a security 
interest in 
such 
permit, 
license, 
or 
lease 
in 
favor 
of 
the 
Administrative 
Agent 
or 
would 
result 
in 
an 
effective 
invalidation, termination or 
breach of the 
terms of any 
such permit, license 
or lease (after 
giving 
effect 
to 
Sections 
9-406 
through 
9-409, 
inclusive, 
of 
the 
Uniform 
Commercial 
Code 
in 
the 
applicable state 
(or any 
successor provision 
or provisions) 
or any 
other applicable 
law), in 
each 
case unless and until any required consents 
are obtained, 
provided
 
that the Excluded Property will 






-12-
not include, and the Collateral 
shall include and the security 
interest granted in the Collateral 
shall 
attach 
to, 
(x) all 
proceeds, 
substitutions 
or 
replacements 
of any 
such 
excluded 
items 
referred 
to 
herein 
unless 
such 
proceeds, 
substitutions 
or 
replacements 
would 
constitute 
excluded 
items 
hereunder, (y) all rights to payment due or to become due under any such excluded items referred 
to herein, and (z) if and when 
the prohibition which prevents the granting 
of a security interest in 
any such Property is 
removed, terminated, or otherwise 
becomes unenforceable as 
a matter of 
law, 
the Administrative Agent will be 
deemed to have, and at 
all times to have had, 
a security interest 
in such property, 
and the Collateral 
will be deemed 
to include, and 
at all times 
to have included, 
such Property without further action or 
notice by any Person; and (c) Excluded 
Deposit Accounts. 

“
Excluded Swap Obligation
” means, with respect 
to any Guarantor, 
any Swap Obligation 
if, and 
to the 
extent that, 
all or 
a portion 
of the 
Guarantee of 
such Guarantor 
of, or 
the grant 
by 
such Guarantor of 
a security interest 
to secure, such 
Swap Obligation (or 
any Guarantee thereof) 
is or 
becomes illegal 
under the 
Commodity Exchange 
Act or 
any rule, 
regulation or 
order of 
the 
Commodity 
Futures 
Trading 
Commission 
(or 
the 
application 
or 
official 
interpretation 
of 
any 
thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract 
participant” as defined in 
the Commodity Exchange Act 
and the regulations thereunder 
at the time 
the 
Guarantee 
of 
such 
Guarantor 
or 
the 
grant 
of 
such 
security 
interest 
becomes 
effective 
with 
respect to 
such related 
Swap Obligation. 
If a 
Swap Obligation 
arises under 
a master 
agreement 
governing 
more 
than 
one 
swap, 
such 
exclusion 
shall 
apply 
only 
to 
the 
portion 
of 
such 
Swap 
Obligation that is 
attributable to swaps 
for which such 
Guarantee or security 
interest is or 
becomes 
illegal. 
“Excluded 
Taxes”
 
means 
any 
of 
the 
following 
Taxes 
imposed 
on 
or 
with 
respect 
to 
a 
Recipient or 
required to 
be withheld 
or deducted 
from a 
payment to 
a Recipient, 
(a) Taxes imposed 
on or measured by 
net income (however denominated), 
franchise Taxes, and branch profits Taxes, 
in each case, 
(i) imposed as a 
result of such 
Recipient being organized 
under the laws 
of, or having 
its 
principal 
office 
or, 
in 
the 
case 
of 
any 
Lender, 
its 
applicable 
lending 
office 
located 
in, 
the 
jurisdiction 
imposing 
such 
Tax 
(or 
any 
political 
subdivision 
thereof) 
or 
(ii) that 
are 
Other 
Connection Taxes, (b) in 
the case 
of a 
Lender, U.S. federal 
withholding Taxes imposed 
on amounts 
payable to 
or for 
the account 
of such 
Lender with 
respect to 
an applicable 
interest in 
a Loan 
or 
Commitment pursuant 
to a 
law in 
effect on the 
date on 
which (i) such 
Lender acquires 
such interest 
in the Loan or Commitment (other than pursuant to an assignment request by the 
Borrower under 
Section 2.12) or (ii) such Lender changes its lending office, except in each case to 
the extent that, 
pursuant to Section 4.1 amounts 
with respect to such Taxes 
were payable either to 
such Lender’s 
assignor immediately 
before such 
Lender became 
a party 
hereto or 
to such 
Lender immediately 
before it 
changed its 
lending office, 
(c) Taxes 
attributable to 
such Recipient’s 
failure to 
comply 
with Section 4.1(g), and (d) any U.S. federal withholding Taxes imposed under FATCA 
. 
“Existing 
Credit 
Agreement” 
has 
the 
meaning 
specified 
in 
the 
Preliminary 
Statements 
hereto. 
“Extended Revolving Credit Commitment” 
means any Revolving Credit Commitment the 
maturity of which has been extended pursuant to Section 2.16. 






-13-
“
Extended Revolving Loans
” means any Revolving Loans 
made pursuant to the Extended 
Revolving Credit Commitments. 
“
Extended Incremental 
Term 
Loans
” means any 
Incremental Term 
Loans the maturity 
of 
which shall have been extended pursuant to Section 2.16. 
“
Extension
” has the meaning specified in Section 2.16(a). 
“
Extension Offer
” has the meaning specified in Section 2.16(a). 
“Facility”
 
means any of the Revolving Facility or the Incremental Term Facility. 
“FATCA”
 
means Sections 1471 
through 1474 
of the 
Code, as 
of the 
date of 
this Agreement 
(or any 
amended or 
successor version 
that is 
substantively comparable 
and not 
materially more 
onerous to comply 
with), any current 
or future regulations 
or official 
interpretations thereof, and 
any agreements entered into pursuant to Section 1471(b)(1) of the Code. 
“FCPA”
 
means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et seq. 
“Federal 
Funds 
Rate”
 
means, 
for 
any 
day, 
the 
rate 
per 
annum 
equal 
to 
the 
weighted 
average of the rates on overnight federal funds transactions with 
members of the Federal Reserve 
System, 
as 
published 
by 
the 
Federal 
Reserve 
Bank 
of 
New 
York 
on 
the 
Business 
Day 
next 
succeeding such day; 
provided
 
that (a) if such day is 
not a Business Day, 
the Federal Funds Rate 
for 
such 
day 
shall 
be 
such 
rate 
on 
such 
transactions 
on 
the 
next 
preceding 
Business 
Day 
as 
so 
published on 
the next 
succeeding Business 
Day, 
and (b) if 
no such 
rate is 
so published 
on such 
next 
succeeding 
Business 
Day, 
the 
Federal 
Funds 
Rate 
for 
such 
day 
shall 
be 
the 
average 
rate 
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative 
Agent on such day on such transactions as determined 
by the Administrative Agent; 
provided
 
that 
in no event shall the Federal Funds Rate be less than 0.00%. 
“Financial Officer”
 
of any Person means 
the chief financial officer, 
principal accounting 
officer, treasurer or controller of such Person. 

“Foreign Lender” 
means a Lender that is not a U.S. Person. 
“Foreign 
Subsidiary”
 
means 
each 
Subsidiary 
that 
(a) is 
organized 
under 
the 
laws 
of 
a 
jurisdiction other 
than the 
United States 
of America 
or any 
state thereof 
or the 
District of 
Columbia, 
(b) conducts substantially all 
of its 
business outside 
of the 
United States 
of America, 
and (c) has 
substantially all of its assets outside of the United States of America. 

“Fronting Exposure”
 
means, at any time 
there is a Defaulting 
Lender, (a) 
with respect to 
any L/C Issuer, such Defaulting Lender’s 
Revolver Percentage of the 
outstanding L/C Obligations 
with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which 
such Defaulting 
Lender’s participation 
obligation has 
been reallocated 
to other 
Lenders or 
Cash 
Collateralized in accordance with the terms 
hereof, and (b) with respect to 
the Swingline Lender, 
such 
Defaulting 
Lender’s 
Revolver 
Percentage 
of 
outstanding 
Swingline 
Loans 
made 
by 
the 






-14-
Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation 
obligation has been reallocated to other Lenders. 
“Fund” 
means 
any 
Person 
(other 
than 
a 
natural 
person) 
that 
is 
(or 
will 
be) 
engaged 
in 
making, purchasing, holding or otherwise 
investing in commercial loans and 
similar extensions of 
credit in the ordinary course of its business.
“GAAP”
 
means generally accepted accounting 
principles set forth from 
time to time in 
the 
opinions and 
pronouncements of 
the Accounting 
Principles Board 
and the 
American Institute 
of 
Certified 
Public 
Accountants 
and 
statements 
and 
pronouncements 
of 
the 
Financial 
Accounting 
Standards Board (or 
agencies with similar 
functions of comparable 
stature and authority 
within the 
U.S. 
accounting 
profession), 
which 
are 
applicable 
to 
the 
circumstances 
as 
of 
the 
date 
of 
determination. 
“Governmental Authority”
 
means the government of the United States of 
America or any 
other 
nation, 
or 
of 
any 
political 
subdivision 
thereof, 
whether 
state 
or 
local, 
and 
any 
agency, 
authority, instrumentality, regulatory body, court, central 
bank or 
other entity 
exercising executive, 
legislative, 
judicial, 
taxing, regulatory 
or 
administrative 
powers or 
functions of 
or 
pertaining 
to 
government 
(including 
any 
supra-national 
bodies 
such 
as 
the 
European 
Union 
or 
the 
European 
Central Bank). 
“Guarantee”
 
of or by 
any Person (the 
“guarantor”
) means any 
obligation, contingent or 
otherwise, 
of 
the 
guarantor 
guaranteeing 
or 
having 
the 
economic 
effect 
of 
guaranteeing 
any 
Indebtedness 
or 
other 
obligation 
of 
any 
other 
Person 
(the 
“primary 
obligor”
) 
in 
any 
manner, 
whether 
directly 
or 
indirectly, 
and 
including 
any 
obligation 
of 
the 
guarantor, 
direct 
or 
indirect, 
(a) to 
purchase 
or 
pay 
(or 
advance 
or 
supply 
funds 
for 
the 
purchase 
or 
payment 
of) 
such 
Indebtedness or other obligation 
or to purchase (or 
to advance or supply 
funds for the purchase 
of) 
any security 
for the 
payment thereof, 
(b) to purchase 
or lease 
property, 
securities or 
services for 
the purpose of 
assuring the owner 
of such Indebtedness 
or other obligation 
of the payment thereof, 
(c) to 
maintain 
working 
capital, 
equity 
capital 
or 
any 
other 
financial 
statement 
condition 
or 
liquidity of 
the primary 
obligor so 
as to 
enable the 
primary obligor 
to pay 
such Indebtedness 
or 
other obligation 
or (d) 
as an 
account party 
in respect 
of any 
letter of 
credit or 
letter of 
guaranty 
issued 
to 
support 
such 
Indebtedness 
or 
obligation; 
provided
 
that 
the 
term 
Guarantee 
shall 
not 
include endorsements for collection or deposit in the ordinary course of business. 
“Guaranty Agreements”
 
means and 
includes the 
Guarantee of 
the Loan 
Parties provided 
for in Section 11, and 
any other guaranty agreement executed and delivered 
in order to guarantee 
the Secured Obligations 
or any part 
thereof in form 
and substance acceptable 
to the Administrative 
Agent. 
“Guarantors”
 
means 
and 
includes 
each 
Wholly-owned 
Subsidiary 
that 
is 
a 
Domestic 
Subsidiary of 
the Borrower, and 
Borrower, in its 
capacity as 
a guarantor 
of the 
Secured Obligations 
of another Loan Party. 

“Hazardous 
Material” 
means 
any 
substance, 
chemical, 
compound, 
product, 
solid, 
gas, 
liquid, 
waste, 
byproduct, 
pollutant, 
contaminant 
or 
material 
which 
is 
hazardous, 
toxic, 
or 
a 






-15-
pollutant 
and 
regulated 
pursuant 
to 
any 
Environmental 
Law 
and 
includes, 
without 
limitation, 
(a) asbestos, polychlorinated biphenyls and 
petroleum (including crude oil 
or any fraction thereof) 
and (b) any 
material classified 
or regulated as 
“hazardous,” “toxic,” 
or a “pollutant” 
or words 
of 
like import pursuant to an Environmental Law. 
For the purposes of this Agreement, however, the 
Parties 
acknowledge 
and 
agree 
that 
Borrower 
is 
in 
the 
live 
animal 
agriculture 
business 
and 
routinely generates, stores, handles, transports, composts, disposes of, 
applies and/or sells manure 
for 
beneficial 
reuse 
(fertilizer) 
in 
the 
ordinary 
course 
of 
business, 
that 
manure 
naturally 
breaks 
down and releases 
ammonia, phosphorus and 
other substances and 
such manure and 
its constituent 
parts shall not be “Hazardous Material” hereunder. 
“Hazardous 
Material 
Activity”
 
means 
any 
activity, 
event 
or 
occurrence 
involving 
a 
Hazardous 
Material, 
including, 
without 
limitation, 
the 
manufacture, 
possession, 
presence, 
use, 
generation, 
transportation, 
treatment, 
storage, 
disposal, 
Release, 
threatened 
Release, 
abatement, 
removal, remediation, handling of or corrective or response action to any Hazardous Material. 
“Hedging Agreement”
 
means any agreement with respect to 
any swap, forward, future or 
derivative transaction or 
option or similar 
agreement involving, or 
settled by reference 
to, one or 
more 
rates, 
currencies, 
commodities, 
equity 
or 
debt 
instruments 
or 
securities, 
or 
economic, 
financial 
or 
pricing 
indices 
or 
measures 
of 
economic, 
financial 
or 
pricing 
risk 
or 
value 
or 
any 
similar transaction 
or any 
combination of 
these transactions; 
provided
 
that no 
phantom stock 
or 
similar 
plan providing 
for 
payments 
only 
on 
account 
of 
services 
provided 
by 
current 
or 
former 
directors, 
officers, 
employees 
or 
consultants 
of 
any 
Loan 
Party 
or 
its 
Subsidiaries 
shall 
be 
a 
Hedging Agreement. 
“Hedging Liability”
 
means the 
liability of 
any Loan 
Party
to any 
of the 
Lenders, or 
any 
Affiliates 
of such 
Lenders 
in 
respect 
of 
any 
Hedging 
Agreement 
as 
such 
Loan 
Party 
may 
from 
time 
to 
time 
enter 
into 
with 
any 
one 
or 
more 
of 
the 
Lenders 
party 
to 
this 
Agreement 
or 
their 
Affiliates, 
whether 
absolute 
or 
contingent 
and 
howsoever 
and 
whensoever 
created, 
arising, 
evidenced 
or 
acquired 
(including 
all 
renewals, 
extensions 
and 
modifications 
thereof 
and 
substitutions therefor); 
provided, however,
 
that, with respect to any 
Guarantor, Hedging Liability 
Guaranteed by such Guarantor shall exclude all Excluded Swap Obligations. 

“Hostile Acquisition”
 
means the acquisition of 
the capital stock or 
other equity interests of 
a Person through a tender offer 
or similar solicitation of the owners 
of such capital stock or other 
equity interests 
which has 
not been 
approved (prior 
to such 
acquisition) by 
resolutions of 
the Board 
of Directors of such Person or by similar action if such Person is not a corporation, or as to which 
such approval has been withdrawn. 
“Increase”
 
is defined in Section 2.15.
“Increase Date”
 
is defined in Section 2.15.
“Incremental Amendment”
 
is defined in Section 2.15.
“Incremental Term 
Facility”
 
means the credit facility for Incremental Term Loans. 






-16-
“Incremental Term 
Loans”
 
is defined in Section 2.15.
“Incremental Term Loan Percentage” 
means, for 
each Lender, the 
percentage held 
by such 
Lender of the aggregate principal amount of all Incremental Term Loans outstanding, if any. 
“Indebtedness”
 
means for 
any Person 
(without duplication) 
(a) all indebtedness 
created, 
assumed or 
incurred in 
any manner 
by such 
Person representing 
money borrowed 
(including by 
the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or 
services 
(other 
than 
trade 
accounts 
payable 
arising 
in 
the 
ordinary 
course 
of 
business), 
(c) all 
indebtedness secured by 
any Lien upon 
Property of such 
Person, whether or 
not such Person 
has 
assumed 
or 
become 
liable 
for 
the 
payment 
of 
such 
indebtedness, 
(d) all 
Capitalized 
Lease 
Obligations of such 
Person, (e) all obligations 
of such Person 
on or with 
respect to letters 
of credit, 
bankers’ acceptances and other extensions of credit to the extent 
any of the foregoing are not cash 
collateralized, 
whether or not representing obligations for borrowed 
money, (f) all 
obligations of 
such Person to purchase, redeem, retire, defease or otherwise make any payment in 
respect of any 
equity interest in 
such Person or 
any other Person 
or any warrant, 
right or option 
to acquire such 
equity interest, valued, in 
the case of a 
redeemable preferred interest, at 
the greater of its 
voluntary 
or 
involuntary 
liquidation 
preference 
plus 
accrued 
and 
unpaid 
dividends, 
(g) all 
net 
obligations 
(determined 
as 
of 
any 
time 
based 
on 
the 
termination 
value 
thereof) 
of 
such 
Person 
under 
any 
interest 
rate, 
foreign 
currency, 
and/or 
commodity 
swap, 
exchange, 
cap, 
collar, 
floor, 
forward, 
future 
or 
option 
agreement, 
or 
any 
other 
similar 
interest 
rate, 
currency 
or 
commodity 
hedging 
arrangement; 
and 
(h) all 
Guarantees 
of 
such 
Person 
in 
respect 
of 
any 
of 
the 
foregoing. 
For 
all 
purposes hereof, the Indebtedness of any Person shall include the Indebtedness 
of any partnership 
or joint venture (other than a joint venture that is itself a corporation or limited liability company) 
in which such Person 
is a general partner 
or a joint venturer, unless such 
Indebtedness is expressly 
made non-recourse to such Person. 
“Indemnified Taxes”
 
means (a) all Taxes 
other than Excluded Taxes, 
imposed on or with 
respect to any 
payment made by 
or on account 
of any obligation 
of any Loan 
Party under any 
Loan 
Document and (b) to the extent not otherwise described in (a), Other Taxes. 
“Interest 
Payment Date”
 
means (a) with 
respect to 
any Eurodollar 
Loan, the 
last day 
of 
each 
Interest 
Period 
with 
respect 
to 
such 
Eurodollar 
Loan 
and 
on 
the 
maturity 
date 
and, 
if 
the 
applicable 
Interest 
Period 
is 
longer 
than 
three (3) 
three 
months, 
on 
each 
day 
occurring 
every 
three (3) 
months 
after 
the 
commencement 
of 
such 
Interest 
Period, 
(b) with 
respect 
to 
any 
Base 
Rate Loan (other than 
Swingline Loans), the 
last day of 
every calendar quarter 
and on the 
maturity 
date, and (c) as to 
any Swingline Loan, (i) bearing 
interest by reference to 
the Base Rate, the 
last 
day of every calendar month, and on the maturity date and (ii) bearing interest by reference to the 
Swingline Lender’s Quoted Rate, the 
last day of the 
Interest Period with respect 
to such Swingline 
Loan, and on the maturity date. 
“Interest 
Period”
 
means the 
period commencing 
on the 
date a 
Borrowing of 
Eurodollar 
Loans or Swingline Loans 
(bearing interest at 
the Swingline Lender’s 
Quoted Rate) is advanced, 
continued, 
or 
created 
by 
conversion 
and 
ending 
(a) in 
the 
case 
of 
Eurodollar 
Loans, 
one (1), 
two (2), three (3), six (6) or twelve 
(12) months thereafter and (b) in 
the case of Swingline Loans 
bearing interest 
at the 
Swingline Lender’s 
Quoted Rate, 
on the 
date one 
(1) to 
five (5) 
Business 






-17-
Days thereafter as 
mutually agreed by 
the Borrower and 
the Swingline Lender, 
provided, however, 
that: 
 
(i) 
no Interest Period 
shall extend 
beyond the final 
maturity date 
of the relevant 
Loans; 

 
(ii) 
whenever the last day of any 
Interest Period would otherwise be a 
day that 
is not 
a Business 
Day, 
the last 
day of 
such Interest 
Period shall 
be extended 
to the 
next 
succeeding Business Day, 
provided 
that, if such 
extension would cause 
the last day 
of an 
Interest 
Period 
for 
a 
Borrowing 
of 
Eurodollar 
Loans 
to 
occur 
in 
the 
following 
calendar 
month, 
the last 
day of 
such Interest 
Period 
shall be 
the immediately 
preceding Business 
Day; and 

 
(iii) 
for 
purposes 
of 
determining 
an 
Interest 
Period 
for 
a 
Borrowing 
of 
Eurodollar 
Loans, a 
month 
means 
a period 
starting on 
one 
day in 
a calendar 
month and 
ending 
on 
the 
numerically 
corresponding 
day 
in 
the 
next 
calendar 
month; 
provided, 
however,
 
that if there is 
no numerically corresponding day 
in the month in 
which such an 
Interest Period is to 
end or if such 
an Interest Period begins 
on the last Business 
Day of a 
calendar month, 
then such 
Interest Period 
shall end 
on the 
last Business 
Day of 
the calendar 
month in which such Interest Period is to end. 
“IRS” 
means the United States Internal Revenue Service. 
“L/C Issuer”
 
means 
BMO 
Harris 
Bank 
N.A., 
in 
its 
capacity 
as 
the 
issuer 
of 
Letters 
of 
Credit 
hereunder, 
in 
each 
case 
together 
with 
its 
successors 
in 
such 
capacity 
as 
provided 
in 
Section 2.3(h). 
“L/C Obligations”
 
means the aggregate 
undrawn face amounts 
of all outstanding 
Letters 
of Credit and all unpaid Reimbursement Obligations.
“L/C Participation Fee”
 
is defined in Section 3.1(b). 
“L/C Sublimit”
 
means $15,000,000, 
as reduced 
or otherwise 
amended pursuant 
to the 
terms 
hereof. 
“Legal 
Requirement”
 
means 
any 
treaty, 
convention, 
statute, 
law, 
common 
law, 
rule, 
regulation, 
ordinance, 
license, 
permit, 
governmental 
approval, 
injunction, 
judgment, 
order, 
consent decree 
or other 
requirement of 
any governmental 
authority, whether federal, state, 
or local. 
“Lenders”
 
means 
and 
includes 
BMO 
Harris 
Bank 
N.A.
and 
the 
other 
Persons 
listed 
on 
Schedule 
2.1/2.2 
and 
any 
other 
Person 
that 
shall 
have 
become 
party 
hereto 
pursuant 
to 
an 
Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant 
to 
an 
Assignment and 
Assumption. 
Unless the 
context 
requires otherwise, 
the 
term 
“Lenders”
includes the Swingline Lender. 
“Lending Office”
 
is defined in Section 4.7.






-18-
“Letter of Credit”
 
is defined in Section 2.3(a). 
“LIBOR”
 
means, 
for 
an 
Interest 
Period 
for 
a 
Borrowing 
of 
Eurodollar 
Loans, 
(a) the 
LIBOR Index Rate 
for such Interest 
Period, if such 
rate is available, 
and (b) if the 
LIBOR Index 
Rate 
cannot 
be 
determined, 
the 
arithmetic 
average 
of 
the 
rates 
of 
interest 
per 
annum 
(rounded 
upwards, if 
necessary, to the nearest 
1/100 of 
1%) at 
which deposits 
in U.S. 
Dollars in 
immediately 
available funds are offered to the 
Administrative Agent at 11:00 a.m. (London, England time) 
two 
(2) Business Days before 
the beginning of 
such Interest Period 
by three (3) 
or more major 
banks 
in the interbank 
euro dollar market 
selected by the Administrative 
Agent for delivery 
on the first 
day of and for a period equal to such Interest Period 
and in an amount equal or comparable to the 
principal amount 
of the 
Eurodollar Loan 
scheduled to 
be made 
as part 
of such 
Borrowing, provided 
that in no event shall “LIBOR” be less than 0.00%. 
“LIBOR Index Rate”
 
means, for any 
Interest Period, the 
rate per annum 
(rounded upwards, 
if necessary, to the next higher one hundred-thousandth of a percentage point) 
for deposits in U.S. 
Dollars for a period equal to such Interest Period, as reported on the applicable Bloomberg screen 
page (or 
such other 
commercially available 
source providing 
such quotations 
as may 
be designated 
by the 
Administrative Agent 
from time 
to time)
as of 
11:00 a.m. 
(London, England 
time) on 
the 
day two (2) Business Days before the commencement of such Interest Period. 
“Lien” 
means any mortgage, lien, security interest, pledge, charge or encumbrance of any 
kind in respect of any Property, including the interests of a vendor or lessor under any conditional 
sale, Capital Lease or other title retention arrangement. 
“Loan”
 
means any Revolving 
Loan, Swingline Loan, 
or Incremental Term 
Loan (if any) 
whether 
outstanding 
as 
a 
Base 
Rate 
Loan 
or 
Eurodollar 
Loan 
or 
otherwise, 
each 
of 
which 
is 
a 
“type”
 
of Loan hereunder. 
“Loan 
Documents”
 
means 
this 
Agreement, 
the 
Notes 
(if 
any), 
the 
Applications, 
the 
Collateral 
Documents, 
the 
Guaranty 
Agreements, 
and 
each 
other 
instrument 
or 
document 
to 
be 
delivered hereunder or thereunder or otherwise in connection therewith. 
“Loan Party”
 
means the Borrower and each of the Guarantors. 

“Marketable Securities”
 
means investments with a 
maturity of more than 
three (3) months 
when 
purchased 
which 
are 
made 
in 
accordance 
with 
the 
Cal-Maine 
Investment 
Guidelines 
as 
attached hereto as Schedule 1.1, as the 
same may be amended from time to 
time with the consent 
of the Required Lenders. 
“Material 
Adverse 
Effect”
 
means 
(a) 
a 
material 
adverse 
change 
in, 
or 
material 
adverse 
effect upon, the operations, business, or financial condition 
of the Borrower or of the Loan 
Parties 
and their Subsidiaries taken as a whole, (b) a material impairment of the ability of any 
Loan Party 
to perform its material
obligations under any Loan 
Document or (c) a material 
adverse effect upon 
(i) the 
legality, 
validity, 
binding 
effect 
or 
enforceability 
against 
any 
Loan 
Party 
of 
any 
Loan 
Document 
or 
the 
material 
rights 
and 
remedies 
of 
the 
Administrative 
Agent 
and 
the 
Lenders 
thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document. 






-19-
“Material Indebtedness”
 
means Indebtedness (other than 
the Loans and Letters 
of Credit), 
or 
obligations 
in 
respect 
of 
one 
or more 
Hedging Agreements, 
of 
any one 
or 
more 
of 
the 
Loan 
Parties 
and 
its 
Subsidiaries 
with 
an 
individual 
outstanding 
principal 
amount 
exceeding 
$30,000,000. 
For purposes of 
determining Material Indebtedness, 
the “obligations” of 
any Loan 
Party or any 
Subsidiary in respect 
of any Hedging 
Agreement at any 
time shall be 
the maximum 
aggregate 
amount 
(giving 
effect 
to 
any 
netting 
agreements) 
that 
such 
Loan 
Party 
or 
such 
Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. 
“Minimum 
Collateral 
Amount”
 
means, 
at 
any 
time, 
(a) with 
respect 
to 
Cash 
Collateral 
consisting of cash 
or deposit account 
balances, an amount 
equal to 105% 
(or 100% 
if such Cash 
Collateral consists 
of a 
demand or 
time deposit 
account) of 
the Fronting 
Exposure of 
all L/C 
Issuers 
with respect to Letters of Credit issued and outstanding at such 
time and (b) otherwise, an amount 
determined by the Administrative Agent and the L/C Issuer in their sole discretion. 
“Moody’s”
 
means Moody’s Investors Service, Inc. 
“Net Cash 
Proceeds”
 
means, as 
applicable, (a) with 
respect to 
any Disposition 
by a 
Person, 
cash and cash equivalent proceeds 
received by or for such Person’s 
account, net of (i) reasonable 
direct costs relating 
to such Disposition, (ii) sale, 
use or other transactional 
taxes paid or payable 
by 
such 
Person 
as 
a 
direct 
result 
of 
such 
Disposition, 
and 
(iii) the 
amount 
of 
any 
Indebtedness 
permitted hereby 
which is 
secured by 
a prior 
perfected Lien 
on the 
asset subject 
to such 
Disposition 
and is required to be 
repaid in connection with such 
Disposition, (b) with respect to any 
Event of 
Loss 
of 
a 
Person, 
cash 
and 
cash 
equivalent 
proceeds 
received 
by 
or 
for 
such 
Person’s 
account 
(whether 
as 
a 
result 
of 
payments 
made 
under 
any 
applicable 
insurance 
policy 
therefor 
or 
in 
connection with condemnation 
proceedings or otherwise), 
net of reasonable 
direct costs incurred 
in connection with the 
collection of such proceeds, 
awards or other payments, 
and the amount of 
any Indebtedness permitted hereby which is secured by 
a prior perfected Lien in the asset subject 
to the 
Event of 
Loss and 
(c) with 
respect to 
any offering 
of equity 
securities of 
a Person 
or the 
issuance of any 
Indebtedness by a 
Person, 
cash and cash 
equivalent proceeds received 
by or for 
such Person’s account, net of reasonable 
legal, underwriting, and other 
fees and expenses incurred 
as a direct result thereof. 

“Net 
Income”
 
means, 
with 
reference 
to 
any 
period, 
the 
net 
income 
(or 
net 
loss) 
of 
the 
Borrower and 
its Subsidiaries 
for such 
period computed 
on a 
consolidated basis 
in accordance 
with 
GAAP; 
provided
 
that there shall be excluded from 
Net Income (a) the net income (or 
net loss) of 
any Person accrued 
prior to the 
date it becomes 
a Subsidiary of, 
or has merged 
into or consolidated 
with, the Borrower 
or another Subsidiary, (b) the 
net income (or 
net loss) of 
any Person (other 
than 
a Subsidiary) in which the Borrower or any of its Subsidiaries has an equity interest, except 
to the 
extent of the amount of dividends or other distributions actually paid to 
the Borrower or any of its 
Subsidiaries during such period, and (c) the undistributed earnings of any Subsidiary to the extent 
that the 
declaration or 
payment of 
dividends or 
similar distributions 
by such 
Subsidiary is 
not at 
the 
time 
permitted 
by 
the 
terms 
of 
any 
contractual 
obligation 
(other 
than 
under 
any 
Loan 
Document) or requirement of law applicable to such Subsidiary. 

“Net Worth” 
means, at 
any time 
the same 
is to 
be determined, 
total shareholder’s 
equity 
(including capital stock, 
additional paid in 
capital, and retained 
earnings after deducting 
treasury 






-20-
stock) that would appear on the balance sheet of the 
Borrower and its Subsidiaries, determined in 
accordance with GAAP on a consolidated basis.
“Non-Consenting Lender” 
means any 
Lender that 
does not 
approve any 
consent, waiver 
or amendment that 
(a) requires the approval 
of all affected 
Lenders in accordance 
with the terms 
of Section 13.3 and (b) has been approved by the Required Lenders. 
“Non-Defaulting Lender”
 
means, at any time, each Lender that is not 
a Defaulting Lender 
at such time. 
“Note”
 
and 
“Notes”
 
each is defined in Section 2.10. 
“Obligations”
 
means all 
obligations of 
the Borrower 
to pay 
principal and 
interest on 
the 
Loans, all Reimbursement Obligations 
owing under the Applications, 
all fees and charges payable 
hereunder, and all 
other payment 
obligations of 
the Borrower 
or any 
other Loan 
Party arising 
under 
or in relation to 
any Loan Document, in 
each case whether now 
existing or hereafter arising, 
due 
or 
to 
become 
due, 
direct 
or 
indirect, 
absolute 
or 
contingent, 
and 
howsoever 
evidenced, 
held 
or 
acquired. 
“OFAC” 
means 
the 
United 
States 
Department 
of 
Treasury 
Office 
of 
Foreign 
Assets 
Control. 
“OFAC 
Event” 
is defined in Section 8.15. 
“OFAC 
Sanctions 
Programs”
 
means 
all 
laws, 
regulations, 
and 
Executive 
Orders 
administered 
by 
OFAC, 
including 
without 
limitation, 
the 
Bank 
Secrecy 
Act, 
anti-money 
laundering 
laws 
(including, 
without 
limitation, 
the 
Uniting 
and 
Strengthening 
America 
by 
Providing 
Appropriate 
Tools 
Required 
to 
Intercept 
and 
Obstruct 
Terrorism 
Act 
of 
2001, 
Pub. L. 107-56 
(a/k/a 
the 
USA 
Patriot 
Act)), 
and 
all 
economic 
and 
trade 
sanction 
programs 
administered by 
OFAC, 
any and 
all similar 
United States 
federal laws, 
regulations or 
Executive 
Orders (whether administered by OFAC or otherwise), and any similar laws, regulations 
or orders 
adopted by any State within the United States. 
“Other Connection 
Taxes” 
means, with 
respect to 
any Recipient, 
Taxes imposed as a 
result 
of a present or former connection between such Recipient and the jurisdiction imposing such Tax 
(other than 
connections arising 
from such 
Recipient having 
executed, delivered, 
become a 
party 
to, 
performed 
its 
obligations 
under, 
received 
payments 
under, 
received 
or 
perfected 
a 
security 
interest under, 
engaged in 
any other 
transaction pursuant 
to or 
enforced any 
Loan Document, 
or 
sold or assigned an interest in any Loan or Loan Document). 
“Other 
Taxes”
 
means 
all 
present 
or 
future 
stamp, 
court 
or 
documentary, 
intangible, 
recording, filing 
or similar 
Taxes 
that arise 
from any 
payment made 
under, 
from the 
execution, 
delivery, 
performance, enforcement or registration of, 
from the receipt or perfection 
of a security 
interest under, 
or otherwise with 
respect to, any 
Loan Document, except 
any such Taxes 
that are 
Other Connection 
Taxes 
imposed with 
respect to an 
assignment (other than 
an assignment 
made 
pursuant to Section 2.12). 






-21-
“Participant” 
has the meaning assigned to such term in clause (d) of Section 13.2. 
“Participant Register” 
has the meaning specified in clause (d) of Section 13.2. 
“Participating Interest”
 
is defined in Section 2.3(e). 
“Participating Lender”
 
is defined in Section 2.3(e). 
“PBGC”
 
means 
the Pension 
Benefit Guaranty 
Corporation or 
any Person 
succeeding to 
any or all of its functions under ERISA. 
“Percentage” 
means for any 
Lender its Revolver 
Percentage or its 
Incremental Term Loan 
Percentage, as applicable. 
“Permitted Acquisition”
 
means any Acquisition with respect to which all of the following 
conditions shall have been satisfied: 
 
(a) 
the Acquired Business 
is in an 
Eligible Line of 
Business and has 
its primary 
operations within the United States of America; 
 
(b) 
the Acquisition shall not be a Hostile Acquisition; 
 
(c) 
the Borrower or a Subsidiary shall 
be the surviving entity in any 
merger to 
which it is a party in connection with such Acquisition; 
 
(d) 
if a 
new Subsidiary 
is formed 
or acquired 
as a 
result of 
or in 
connection with 
the Acquisition, 
the Borrower 
shall have 
complied with 
the requirements 
of Section 12.3 
within 30 days of the completion thereof; 

 
(e) 
after 
giving 
effect 
to 
the 
Acquisition 
and 
any 
Credit 
Event 
in 
connection 
therewith, 
no 
Default 
shall 
exist, 
including 
with 
respect 
to 
the 
financial 
covenants 
contained in 
Section 8.22 on 
a pro 
forma basis 
(looking back 
four completed 
fiscal quarters 
as if the Acquisition occurred 
on the first day of 
such period and after giving 
effect to the 
payment of the purchase price for the Acquired Business); and 
 
(f) 
after 
giving 
effect 
to 
the 
Acquisition 
and 
any 
Credit 
Event 
in 
connection 
therewith, the 
sum of 
cash and 
Cash Equivalents 
of the 
Borrower plus 
availability under 
the Revolving Facility shall equal at least $50,000,000. 

“Person” 
means 
any 
natural 
Person, 
corporation, 
limited 
liability 
company, 
trust, 
joint 
venture, association, company, partnership, Governmental Authority or other entity. 
“Plan”
 
means any employee 
pension benefit plan 
covered by Title IV of 
ERISA or subject 
to the minimum funding standards 
under Section 412 of the Code 
that either (a) is maintained 
by 
a member of 
the Controlled Group 
for employees of 
a member of 
the Controlled Group 
or (b) is 
maintained pursuant 
to a collective 
bargaining agreement 
or any other 
arrangement under 
which 






-22-
more than one 
employer makes contributions 
and to which 
a member of 
the Controlled Group 
is 
then making or accruing an obligation to make contributions or 
has within the preceding five plan 
years made contributions. 
“Premises”
 
means the real property owned or leased by any Loan Party or 
any Subsidiary 
of a Loan Party.
“Property”
 
means, 
as 
to 
any 
Person, 
all 
types 
of 
real, 
personal, 
tangible, 
intangible 
or 
mixed property owned by such Person whether 
or not included in the most 
recent balance sheet of 
such Person and its subsidiaries under GAAP. 
“
Qualified ECP 
Guarantor
” means, 
in respect 
of any 
Swap Obligation, 
each Loan 
Party 
that 
has 
total 
assets 
exceeding 
$10,000,000 
at 
the 
time 
the 
relevant 
Guarantee 
or 
grant 
of 
the 
relevant security 
interest becomes 
effective 
with respect 
to such 
Swap 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. 

“RCRA”
 
means the Solid Waste Disposal Act, as amended by the 
Resource Conservation 
and 
Recovery 
Act 
of 
1976 
and 
Hazardous 
and 
Solid 
Waste 
Amendments 
of 
1984, 
42 U.S.C. 
§§
6901 
et seq.
, and any future amendments.
“Recipient
” means (a) 
the Administrative 
Agent, (b) any 
Lender, and 
(c) any L/C 
Issuer, 
as applicable. 
“Register”
 
is defined in Section 13.2(c). 
“Reimbursement Obligation”
 
is defined in Section 2.3(c). 
“Related 
Parties” 
means, 
with 
respect 
to 
any 
Person, 
such 
Person’s 
Affiliates 
and 
the 
partners, 
directors, officers, 
employees, 
agents, trustees, 
administrators, managers, 
advisors 
and 
representatives of such Person and of such Person’s Affiliates. 
“Release”
 
means 
any 
spilling, 
leaking, 
pumping, 
pouring, 
emitting, 
emptying, 
discharging, 
injecting, 
escaping, 
leaching, 
migrating, 
dumping, 
or 
disposing 
into 
the 
indoor 
or 
outdoor 
environment, 
including, 
without 
limitation, 
the 
abandonment 
or 
discarding 
of 
barrels, 
drums, containers, 
tanks or 
other receptacles 
containing or 
previously containing any 
Hazardous 
Material. 
“Required 
Lenders” 
means, 
at 
any 
time, 
Lenders 
having 
Total 
Credit 
Exposures 
representing (a) 
if there 
are 
2 or 
less Lenders, 
all of 
the Lenders, 
and (b) if 
there are 
3 or 
more 
Lenders, 50.0% or 
more of the 
Total 
Credit Exposures of 
all Lenders. 
To 
the extent provided 
in 
the last 
paragraph of 
Section 13.3, the 
Total 
Credit Exposure 
of any 
Defaulting Lender 
shall be 
disregarded in determining Required Lenders at any time.






-23-
“Responsible Officer”
 
of any person 
means any executive 
officer or 
Financial Officer 
of 
such Person and any other officer, general partner or managing member or similar official thereof 
with 
responsibility 
for 
the 
administration 
of 
the 
obligations 
of 
such 
person 
in 
respect 
of 
this 
Agreement whose signature 
and incumbency shall 
have been certified 
to the Administrative 
Agent 
on or 
after 
the Closing 
Date pursuant 
to an 
incumbency certificate 
of the 
type contemplated 
by 
Section 7.2.
“Revolver 
Percentage”
 
means, 
for 
each 
Lender, 
the 
percentage 
of 
the 
total 
Revolving 
Credit 
Commitments 
represented 
by 
such 
Lender’s 
Revolving 
Credit 
Commitment 
or, 
if 
the 
Revolving 
Credit 
Commitments 
have 
been 
terminated 
or 
expired, 
the 
percentage 
of 
the 
total 
Revolving Credit Exposure then outstanding held by such Lender. 
“Revolving Facility”
 
means the credit facility for making Revolving Loans 
and Swingline 
Loans and issuing Letters of Credit described in Sections 2.1, 2.2 and 2.3. 

“Revolving Credit 
Commitment”
 
means, as 
to any Lender, 
the obligation 
of such 
Lender 
to make 
Revolving Loans 
and to 
participate in 
Swingline Loans 
and Letters 
of Credit 
issued for 
the account 
of the 
Borrower hereunder 
in an 
aggregate principal 
or face 
amount at 
any one 
time 
outstanding not to exceed 
the amount set forth 
opposite such Lender’s 
name on Schedule 2.1/2.2 
attached hereto 
and made 
a part 
hereof, as 
the same 
may be 
reduced or 
modified at 
any time 
or 
from time to 
time pursuant to 
the terms hereof 
(including, without limitation, 
Section 2.15 hereof). 

The Borrower and the 
Lenders acknowledge and agree 
that the Revolving Credit 
Commitments of 
the Lenders aggregate $250,000,000 on the Closing Date. 
“Revolving Credit Exposure” 
means, as to any Lender 
at any time, the aggregate 
principal 
amount at 
such time 
of its 
outstanding Revolving 
Loans and 
such Lender’s 
participation in 
L/C 
Obligations and Swingline Loans at such time. 
“Revolving Credit 
Termination 
Date”
 
means November 
15, 2026 
or such 
earlier date 
on 
which the 
Revolving Credit 
Commitments are 
terminated in 
whole pursuant 
to Section 2.11, 
9.2 
or 9.3. 
“Revolving Loan” 
is defined in Section 2.1 and, as so defined, includes a 
Base Rate Loan 
or a Eurodollar Loan, each of which is a 
“type”
 
of Revolving Loan hereunder. 
“Revolving Note”
 
is defined in Section 2.10. 
“S&P”
 
means Standard & Poor’s Ratings 
Services Group, a Standard & Poor’s Financial 
Services LLC business. 
“SEC”
 
means the United States Securities and Exchange Commission. 
“Secured 
Obligations”
 
means 
the 
Obligations, 
Hedging 
Liability, 
and 
Bank 
Product 
Obligations, in each case 
whether now existing or 
hereafter arising, due or 
to become due, direct 
or 
indirect, 
absolute 
or 
contingent, 
and 
howsoever 
evidenced, 
held 
or 
acquired 
(including 
all 
interest, costs, 
fees, and charges 
after the 
entry of an 
order for 
relief against 
any Loan Party 
in a 






-24-
case 
under 
the 
United 
States 
Bankruptcy 
Code 
or 
any 
similar 
proceeding, 
whether 
or 
not 
such 
interest, costs, 
fees and 
charges would 
be an 
allowed claim 
against such 
Loan Party 
in any 
such 
proceeding); 
provided, 
however,
 
that, 
with 
respect 
to 
any 
Guarantor, 
Secured 
Obligations 
Guaranteed by such Guarantor shall exclude all Excluded Swap Obligations. 
“Securities Act” 
means the United States Securities Act of 1933. 
“Security Agreement”
 
means that certain Security 
Agreement dated as of 
July 10, 2018, as 
amended 
and 
reaffirmed 
by 
that 
certain 
Reaffirmation, 
Modification 
and 
Omnibus 
Joinder 
Agreement dated 
as of 
the date hereof 
among the Loan 
Parties and 
the Administrative 
Agent, as 
the same may be amended, modified, amended and restated, supplemented or otherwise modified 
from time to time. 
“Subsidiary”
 
means, 
as 
to 
any 
particular 
parent 
corporation 
or 
organization, 
any 
other 
corporation or organization more 
than 50% of 
the outstanding Voting 
Stock of which 
is at the 
time 
directly 
or 
indirectly 
owned 
by 
such 
parent 
corporation 
or 
organization 
or 
by 
any 
one 
or 
more 
other entities 
which are 
themselves subsidiaries 
of such 
parent corporation 
or organization. 
Unless 
otherwise expressly 
noted herein, 
the term 
“Subsidiary”
 
means a 
Subsidiary of 
the Borrower 
or 
of any of its direct or indirect Subsidiaries. 
“
Swap Obligation
” means, with respect 
to any Guarantor, any obligation 
to pay or perform 
under 
any 
agreement, 
contract 
or 
transaction 
that 
constitutes 
a 
“swap” 
within 
the 
meaning 
of 
Section 1a(47) of the Commodity Exchange Act. 

“Sweep Depositary”
 
shall have 
the meaning 
set forth 
in the 
definition of 
Sweep to 
Loan 
Arrangement. 
“Sweep to Loan Arrangement”
 
means a cash management arrangement established by the 
Borrower 
with 
the 
Swingline 
Lender 
or 
an 
Affiliate 
of 
the 
Swingline 
Lender, 
as 
depositary 
(in 
such 
capacity, 
the 
“Sweep Depositary”
), 
pursuant to 
which the 
Swingline Lender 
is authorized 
(a) to make 
advances of 
Swingline Loans 
hereunder, 
the proceeds 
of which 
are deposited 
by the 
Swing Lender into a designated 
account of the Borrower 
maintained at the Sweep Depositary, and 
(b) to 
accept 
as 
prepayments 
of 
the 
Swingline 
Loans 
hereunder 
proceeds 
of 
excess 
targeted 
balances 
held 
in 
such 
designated 
account 
at 
the 
Sweep 
Depositary, 
which 
cash 
management 
arrangement is 
subject to 
such agreement(s) and 
on such 
terms acceptable to 
the Sweep Depositary 
and the Swing Lender. 
“Swingline” 
means the credit facility for 
making one or more 
Swingline Loans described 
in Section 2.2. 

“Swingline 
Lender”
 
means 
BMO 
Harris 
Bank 
N.A., 
in 
its 
capacity 
as 
the 
Lender 
of 
Swingline Loans 
hereunder, 
or any 
successor Lender 
acting in 
such capacity 
appointed pursuant 
to Section 13.2. 
“Swingline Lender’s 
Quoted Rate”
 
is defined in Section 2.2(b). 







-25-
“Swingline Sublimit”
 
means $15,000,000, as reduced pursuant to the terms hereof. 
“Swingline Loan” 
and 
“Swingline Loans”
 
each is defined in Section 2.2(b). 
“Swing Note”
 
is defined in Section 2.10. 
“Tangible 
Net Worth
” means total 
shareholder’s equity that 
would appear on 
the balance 
sheet of the 
Borrower and 
its Subsidiaries 
minus the 
sum of 
(a) all 
assets which 
would be 
classified 
as 
intangible 
assets 
under 
GAAP, 
including, 
without 
limitation, 
goodwill, 
patents, 
trademarks, 
trade 
names, 
copyrights, 
franchises 
and 
deferred 
charges 
(including, 
without 
limitation, 
unamortized debt 
discount and 
expense, organization costs 
and deferred 
research and 
development 
expense) 
and 
similar 
assets, 
and 
(b) 
the 
write 
up 
of 
assets 
above 
cost 
(other 
than 
marketable 
securities); provided, 
however, that intangible 
assets shall 
not include 
prepaid expenses 
(including, 
without 
limitation, 
prepaid 
insurance, 
software 
licenses 
and 
support 
agreements, 
consulting 
contracts 
and 
prepaid 
financing 
fees) 
carried 
on 
the 
consolidated 
balance 
sheet, 
in 
each 
case 
determined on a consolidated basis in accordance with GAAP. 
“Taxes”
 
means all 
present or 
future taxes, 
levies, imposts, 
duties, deductions, 
withholdings 
(including backup withholding), 
assessments, fees or 
other charges imposed by 
any Governmental 
Authority, including any interest, additions to tax or penalties applicable thereto. 
“Total 
Capitalization”
 
means, 
at 
any time 
the same 
is 
to 
be determined, 
the 
sum 
of 
(a) 
Total Funded Debt and (b) Net Worth.
“Total 
Credit Exposure” 
means, as to any 
Lender at any time, 
the unused Commitments, 
Revolving Credit Exposure, and Incremental Term Loans (if any) of such Lender at such time. 
“Total Funded Debt”
 
means, at 
any time 
the same 
is to 
be determined, 
the sum 
(but without 
duplication) of (a) all Indebtedness of the Borrower and 
its Subsidiaries at such time described in 
clauses (a) 
through 
(f), 
both 
inclusive, 
of 
the 
definition 
thereof, 
and 
(b) all 
Indebtedness 
of 
any 
other Person which is directly or indirectly Guaranteed by the Borrower or any of its Subsidiaries 
or which 
the Borrower 
or any 
of its 
Subsidiaries has 
agreed (contingently 
or otherwise) 
to purchase 
or otherwise acquire or 
in respect of which 
the Borrower or any 
of its Subsidiaries has 
otherwise 
assured a creditor against loss.
“Total Funded Debt to Capitalization Ratio”
 
means, as of 
the last day 
of any fiscal 
quarter 
of the Borrower, 
the ratio of (a) Total 
Funded Debt of the Borrower and 
its Subsidiaries as of the 
last day of such fiscal quarter 
to (b) Total Capitalization of the Borrower and its Subsidiaries as of 
the last day of such fiscal quarter.
“Unfunded 
Vested 
Liabilities”
means, 
for 
any 
Plan 
at 
any 
time, 
the 
amount 
(if 
any) 
by 
which the present value of all 
vested nonforfeitable accrued benefits under such Plan 
exceeds the 
fair market 
value of 
all Plan 
assets allocable 
to such 
benefits, all 
determined as 
of the 
then most 
recent valuation 
date for 
such Plan, 
but only 
to the 
extent that 
such excess 
represents a 
potential 
liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA. 






-26-
“U.S. Dollars”
 
and 
“$”
 
each means the lawful currency of the United States of America. 
“U.S. 
Person” 
means 
any 
Person 
that 
is 
a 
“United 
States 
Person” 
as 
defined 
in 
Section 7701(a)(30) of the Code. 
“U.S. Tax Compliance Certificate” 
has the 
meaning assigned 
to such 
term in 
subsection (f) 
of Section 4.1. 
“Voting 
Stock”
 
of any Person means capital stock or 
other equity interests of any class or 
classes (however designated) having ordinary power 
to vote as prescribed for such 
class of capital 
stock or equity 
interest for the 
election of directors 
or other similar 
governing body of 
such Person, 
other than stock or other equity interests having 
such power only by reason of the happening 
of a 
contingency. 
“Welfare 
Plan”
 
means a “welfare plan” as defined in Section 3(1) of ERISA. 
“Wholly-owned Subsidiary”
 
means a Subsidiary 
of which all 
of the issued 
and outstanding 
shares of capital stock (other 
than directors’ qualifying shares as 
required by law) or other 
equity 
interests are 
owned by 
the Borrower 
and/or one 
or more 
Wholly-owned Subsidiaries 
within the 
meaning of this definition. 
“Withholding Agent”
 
means any Loan Party and the Administrative Agent. 
“Write-Down 
and 
Conversion 
Powers”
 
means, 
with 
respect 
to 
any 
EEA 
Resolution 
Authority, the write-down and conversion powers of such 
EEA Resolution Authority from 
time to 
time under 
the Bail-In 
Legislation for 
the applicable 
EEA Member 
Country, 
which write-down 
and conversion powers are described in the EU Bail-In Legislation Schedule. 
Section 1.2.
Interpretation.
 
The foregoing 
definitions are 
equally applicable 
to both 
the 
singular and plural 
forms of the 
terms defined. 
Whenever the context 
may require, any 
pronoun 
shall 
include 
the 
corresponding 
masculine, 
feminine 
and 
neuter 
forms. 
The 
words 
“include,” 
“includes” 
and 
“including” 
shall 
be 
deemed 
to 
be 
followed 
by 
the 
phrase 
“without 
limitation.” 

The 
word 
“will” 
shall 
be 
construed 
to 
have 
the 
same 
meaning 
and 
effect 
as 
the 
word 
“shall.” 

Unless 
the 
context 
requires 
otherwise 
(a) any 
definition 
of 
or 
reference 
to 
any 
agreement, 
instrument or other document herein shall 
be construed as referring to such 
agreement, instrument 
or other document as from time to time amended, 
supplemented or otherwise modified (subject to 
any 
restrictions 
on 
such 
amendments, 
supplements 
or 
modifications 
set 
forth 
herein), 
(b) 
any 
reference herein to any Person shall be 
construed to include such Person’s successors and assigns, 
(c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed 
to refer 
to this 
Agreement in 
its entirety 
and not 
to any 
particular provision 
hereof, (d) 
all references 
herein 
to 
Articles, 
Sections, 
Exhibits 
and 
Schedules 
shall 
be 
construed 
to 
refer 
to 
Articles 
and 
Sections 
of, 
and 
Exhibits 
and 
Schedules 
to, 
this 
Agreement, 
(e) 
any 
reference 
to 
any 
law 
or 
regulation 
herein 
shall, 
unless 
otherwise 
specified, 
refer 
to 
such 
law 
or 
regulation 
as 
amended, 
modified 
or supplemented 
from 
time to 
time, 
and (f) 
the words 
“asset” and 
“property” shall 
be 
construed to have the same 
meaning and effect and 
to refer to any and 
all tangible and intangible 
assets and 
properties, including 
cash, securities, 
accounts and 
contract 
rights. 
All references 
to 






-27-
time of day herein are references to 
Chicago, Illinois, time unless otherwise specifically provided. 

Where the character or amount of 
any asset or liability or item 
of income or expense is required 
to 
be determined or any 
consolidation or other accounting 
computation is required to 
be made for 
the 
purposes 
of 
this 
Agreement, 
it 
shall 
be 
done 
in 
accordance 
with 
GAAP, 
except 
where 
there 
is 
variation from GAAP as currently reflected 
under the current financial statements as consistently 
applied 
and 
except 
where 
such 
principles 
are 
inconsistent 
with 
the 
specific 
provisions 
of 
this 
Agreement. 

Section 1.3. 
Change in Accounting Principles
. 
If, after the date of this 
Agreement, there 
shall occur 
any change 
in GAAP 
from those 
used in 
the preparation 
of the 
financial statements 
referred to in Section 6.5 and such change 
shall result in a change in the method 
of calculation of 
any 
financial 
covenant, 
standard 
or 
term 
found 
in 
this 
Agreement, 
either 
the 
Borrower 
or 
the 
Required Lenders 
may by 
notice to 
the Lenders 
and the 
Borrower, 
respectively, 
require that 
the 
Lenders and the Borrower 
negotiate in good faith to 
amend such covenants, standards, and 
terms 
so as equitably 
to reflect 
such change in 
accounting principles, 
with the desired 
result being 
that 
the criteria for evaluating the financial condition of 
the Borrower and its Subsidiaries shall be the 
same as if such change had not been made. 
No delay by the Borrower or the Required Lenders in 
requiring such negotiation 
shall limit their 
right to so 
require such a 
negotiation at any time 
after 
such a change in accounting principles. 
Until any such covenant, standard, or term is amended in 
accordance with this 
Section, financial covenants 
shall be computed 
and determined in 
accordance 
with GAAP 
in effect prior 
to such 
change in 
accounting principles. 
Without limiting 
the generality 
of 
the 
foregoing, 
the 
Borrower 
shall 
neither 
be 
deemed 
to 
be 
in 
compliance 
with 
any 
financial 
covenant hereunder nor 
out of compliance 
with any financial 
covenant hereunder if 
such state of 
compliance 
or 
noncompliance, 
as 
the 
case 
may 
be, 
would 
not 
exist 
but 
for 
the 
occurrence 
of 
a 
change in accounting principles after the date hereof. 
 
Section 1.4. 
Divisions
. 
For all 
purposes under 
the Loan 
Documents, in 
connection with 
any division 
or plan 
of division 
under Delaware 
law (or 
any comparable 
event under 
a different 
jurisdiction’s laws): (a) if 
any asset, right, obligation or liability of any Person becomes the 
asset, 
right, obligation or liability of a different Person, then it shall be deemed to have 
been transferred 
from the original 
Person to the 
subsequent Person, and 
(b) if any 
new Person comes 
into existence, 
such new Person 
shall be deemed 
to have been 
organized on 
the first date 
of its existence 
by the 
holders of its equity interests at such time. 
S
ECTION
 
2. 
T
HE 
R
EVOLVING 
F
ACILITY
Section 2.1. 
Revolving Facility. 

Subject to the terms and conditions hereof, each Lender, 
by its 
acceptance hereof, 
severally agrees 
to make 
a loan 
or loans 
(individually a 
“Revolving Loan”
and collectively for all the Lenders the 
“Revolving Loans”
) in U.S. Dollars to the Borrower from 
time 
to 
time 
on 
a 
revolving 
basis 
up 
to 
the 
amount 
of 
such 
Lender’s 
Revolving 
Credit 
Commitment, subject to any reductions 
thereof pursuant to the terms 
hereof, before the Revolving 
Credit 
Termination 
Date. 
The 
sum 
of 
the 
aggregate 
principal 
amount 
of 
Revolving 
Loans, 
Swingline 
Loans, 
and 
L/C 
Obligations 
at 
any 
time 
outstanding 
shall 
not 
exceed 
the 
Revolving 
Credit Commitments 
in effect 
at such 
time. 
Each Borrowing 
of Revolving 
Loans shall 
be made 
ratably 
by 
the 
Lenders 
in 
proportion 
to 
their 
respective 
Revolver 
Percentages. 
As 
provided 
in 
Section 2.6(a), the 
Borrower may 
elect that 
each Borrowing 
of Revolving 
Loans be 
either Base 






-28-
Rate Loans 
or Eurodollar 
Loans. 
Revolving Loans 
may be 
repaid and 
the principal 
amount thereof 
reborrowed 
before 
the 
Revolving 
Credit 
Termination 
Date, 
subject 
to 
the 
terms 
and 
conditions 
hereof.
Section 2.2
Swingline Loans.
 
(a) 
Generally
. 
Subject to the terms and conditions hereof, 
as part of 
the Revolving Facility, 
the Swingline Lender may, 
in its sole 
discretion, make loans in 
U.S. Dollars 
to 
the 
Borrower 
under 
the 
Swingline 
(individually 
a 
“Swingline 
Loan”
 
and 
collectively 
the 
“Swingline 
Loans”
) 
which 
shall 
not 
in 
the 
aggregate 
at 
any 
time 
outstanding 
exceed 
the 
Swingline 
Sublimit. 
Swingline 
Loans 
may 
be 
availed 
of 
from 
time 
to 
time 
and 
borrowings thereunder may 
be repaid and 
used again during 
the period 
ending on the 
Revolving 
Credit 
Termination 
Date. 
Each Swingline 
Loan shall 
be in 
a minimum 
amount 
of $150,000 
or 
such greater 
amount which 
is an 
integral multiple 
of $100,000. 
Each Swingline 
Loan shall 
bear 
interest until maturity 
(whether by acceleration or 
otherwise) at a 
rate per annum equal 
to (x) the 
rate per annum for Base Rate Loans under the Revolving Facility as from time to time 
in effect or 
(y) the Swingline 
Lender’s Quoted Rate 
(computed on 
the basis 
of a 
year of 
360 days for 
the actual 
number 
of 
days 
elapsed). 
Interest 
on 
each 
Swingline 
Loan 
shall 
be 
due 
and 
payable 
by 
the 
Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise). 
 
(b)
 
Requests 
for 
Swingline 
Loans
. 
The 
Borrower 
shall 
give 
the 
Administrative 
Agent 
prior notice 
(which may 
be written 
or oral) 
no later 
than 12:00 Noon 
(Chicago time) 
on the 
date 
upon which 
the Borrower 
requests that 
any Swingline 
Loan be 
made, of 
the amount 
and date 
of 
such Swingline 
Loan, and, 
if applicable, 
the Interest 
Period requested 
therefor. 
The Administrative 
Agent shall promptly advise 
the Swingline Lender of 
any such notice received 
from the Borrower. 

Thereafter, 
the 
Swingline 
Lender 
shall 
notify 
the 
Administrative 
Agent 
(who 
shall 
thereafter 
promptly notify the Borrower) whether or 
not it has elected to make 
such Swingline Loan. 
If the 
Swingline Lender 
agrees to make 
such Swingline Loan, 
it may in 
its discretion quote 
an interest 
rate to 
the Borrower 
at which 
the Swingline 
Lender would 
be willing 
to make 
such Swingline 
Loan 
available to 
the Borrower 
for the 
Interest Period 
so requested 
(the rate 
so quoted 
for a 
given Interest 
Period 
being 
herein 
referred 
to 
as 
“Swingline 
Lender’s 
Quoted 
Rate”
). 
The 
Borrower 
acknowledges 
and 
agrees 
that 
the 
interest 
rate 
quote 
is 
given 
for 
immediate 
and 
irrevocable 
acceptance. 
If the Borrower does not so immediately accept the Swingline Lender’s Quoted Rate 
for the 
full amount 
requested by 
the Borrower 
for such 
Swingline Loan, 
the Swingline 
Lender’s 
Quoted Rate shall be 
deemed immediately withdrawn. 
If the Swingline Lender’s 
Quoted Rate is 
not accepted 
or otherwise 
does not 
apply, 
such Swingline 
Loan shall 
bear interest 
at the 
rate per 
annum for Base 
Rate Loans under 
the Revolving Facility 
as from time 
to time in 
effect. 
Subject 
to the terms and 
conditions hereof, the proceeds 
of each Swingline Loan 
extended to the Borrower 
shall 
be 
deposited 
or 
otherwise 
wire 
transferred 
to 
the 
Borrower’s 
Designated 
Disbursement 
Account or as the 
Borrower, the 
Administrative Agent, and the 
Swingline Lender may otherwise 
agree. 
Anything contained 
in the 
foregoing to 
the contrary 
notwithstanding, the 
undertaking of 
the Swingline Lender to make Swingline Loans shall be subject to all 
of the terms and conditions 
of 
this 
Agreement 
(provided 
that 
the 
Swingline 
Lender 
shall 
be 
entitled 
to 
assume 
that 
the 
conditions precedent to 
an advance of 
any Swingline 
Loan have been 
satisfied unless notified 
to 
the contrary by the Administrative Agent or the Required Lenders). 

 
(c) 
Refunding Swingline Loans
. 
In its sole 
and absolute discretion, 
the Swingline Lender 
may at 
any time, 
on behalf 
of the 
Borrower (which 
hereby irrevocably 
authorizes the 
Swingline 






-29-
Lender 
to 
act 
on 
its 
behalf 
for 
such 
purpose) 
and 
with 
notice 
to 
the 
Borrower 
and 
the 
Administrative Agent, request each Lender to make a Revolving 
Loan in the form of a Base Rate 
Loan in 
an amount 
equal to 
such Lender’s 
Revolver Percentage 
of the 
amount of 
the Swingline 
Loans outstanding 
on the date 
such notice 
is given 
(which Loans 
shall thereafter 
bear interest 
as 
provided for 
in Section 
2.4(a)). 
Unless an 
Event of 
Default described 
in Section 9.1(j) 
or 9.1(k)
exists with respect to 
the Borrower, regardless of the existence 
of any other Event 
of Default, each 
Lender shall 
make the 
proceeds of 
its requested 
Revolving Loan 
available to 
the Administrative 
Agent 
for 
the 
account 
of 
the 
Swingline 
Lender), 
in 
immediately 
available 
funds, 
at 
the 
Administrative 
Agent’s 
office 
in 
Chicago, 
Illinois 
(or 
such 
other 
location 
designated 
by 
the 
Administrative Agent), before 12:00 Noon (Chicago time) on the Business Day 
following the day 
such 
notice 
is 
given. 
The 
Administrative 
Agent 
shall 
promptly 
remit 
the 
proceeds 
of 
such 
Borrowing to the Swingline Lender to repay the outstanding Swingline Loans. 
 
(d) 
Participation in Swingline Loans. 

If any Lender refuses or otherwise fails to make a 
Revolving 
Loan 
when 
requested 
by 
the 
Swingline 
Lender 
pursuant 
to 
Section 2.2(b) 
above
(because 
an 
Event 
of 
Default 
described 
in 
Section 9.1(j) 
or 
9.1(k)
exists 
with 
respect 
to 
the 
Borrower or 
otherwise), such 
Lender will, 
by the 
time and 
in the 
manner such 
Revolving Loan 
was 
to 
have 
been 
funded 
to 
the 
Swingline 
Lender, 
purchase 
from 
the 
Swingline 
Lender 
an 
undivided 
participating 
interest 
in 
the 
outstanding 
Swingline 
Loans 
in 
an 
amount 
equal 
to 
its 
Revolver Percentage of the 
aggregate principal amount of 
Swingline Loans that were 
to have been 
repaid with 
such Revolving 
Loans. 
From and 
after the 
date of 
any such 
purchase, the 
parties hereto 
hereby acknowledge and agree that 
such Swingline Loans shall thereafter bear 
interest at the rate 
for such 
Swingline Loan 
as determined 
in accordance 
with Section 
2.2(b) hereof. 
Each Lender 
that 
so 
purchases 
a 
participation 
in 
a 
Swingline 
Loan 
shall 
thereafter 
be 
entitled 
to 
receive 
its 
Revolver Percentage of each payment of principal received on the Swingline Loan and of interest 
received 
thereon 
accruing 
from 
the 
date 
such 
Lender 
funded 
to 
the 
Swingline 
Lender 
its 
participation 
in 
such 
Loan. 
The 
several 
obligations 
of 
the 
Lenders 
under 
this 
Section 
shall 
be 
absolute, irrevocable, and unconditional under 
any and all circumstances 
whatsoever and shall not 
be subject to any set-off, counterclaim or defense 
to payment which any Lender may 
have or have 
had against the 
Borrower, any other Lender, or any 
other Person whatsoever. 
Without limiting the 
generality 
of 
the 
foregoing, 
such 
obligations 
shall 
not 
be 
affected 
by 
any 
Default 
or 
by 
any 
reduction or termination of the Commitments 
of any Lender, and each payment made by a 
Lender 
under 
this 
Section 
shall 
be 
made 
without 
any 
offset, 
abatement, 
withholding, 
or 
reduction 
whatsoever.
 
(e) 
Sweep to Loan Arrangement
. 
So long as a 
Sweep to Loan Arrangement 
is in effect, 
and subject 
to the 
terms and 
conditions thereof, 
Swingline Loans 
may be 
advanced and 
prepaid 
hereunder 
notwithstanding 
any 
notice, 
minimum 
amount, 
or 
funding 
and 
payment 
location 
requirements 
hereunder 
for 
any 
advance 
of 
Swingline 
Loans 
or 
for 
any 
prepayment 
of 
any 
Swingline Loans. 
The making of 
any such Swingline 
Loans shall otherwise 
be subject to 
the other 
terms 
and 
conditions 
of 
this 
Agreement. 
The 
Swingline 
Lender 
shall 
have 
the 
right 
in 
its 
sole 
discretion to suspend or terminate the making and/or 
prepayment of Swingline Loans pursuant to 
such Sweep to Loan 
Arrangement with notice to 
the Sweep Depositary and 
the Borrower (which 
may be provided on a same-day basis), whether 
or not any Default exists. 
The Swingline Lender 
shall not be 
liable to the 
Borrower or any 
other Person for 
any losses directly 
or indirectly resulting 
from events beyond 
the Swingline 
Lender’s reasonable 
control, including without 
limitation any 






-30-
interruption of communications or 
data processing services or 
legal restriction or for 
any special, 
indirect, consequential or punitive damages in connection with any Sweep to Loan Arrangement. 
Section 2.3. 
Letters of Credit.
 
(a) 
General Terms.
 
Subject to the terms and conditions hereof, as part of the Revolving 
Facility, 
the 
L/C Issuer 
shall 
issue 
standby 
and 
commercial 
letters 
of 
credit 
(each 
a 
“Letter 
of 
Credit”
) for the account of 
the Borrower
or for the account of 
the Borrower and one or 
more of its 
Subsidiaries
in an aggregate undrawn 
face amount up to 
the L/C Sublimit. 
Each Letter of Credit 
shall be issued 
by the L/C Issuer, 
but each Lender 
shall be obligated 
to reimburse the 
L/C Issuer 
for such 
Lender’s Revolver 
Percentage of 
the amount 
of each 
drawing thereunder 
and, accordingly, 
Letters of Credit 
shall constitute usage 
of the Revolving 
Credit Commitment of 
each Lender pro 
rata in an amount equal to its Revolver Percentage of the L/C Obligations then outstanding. 
 
(b) 
Applications.
 
At 
any 
time 
before 
the 
Revolving 
Credit 
Termination 
Date, 
the 
L/C Issuer shall, 
at the 
request of 
the Borrower, issue 
one or 
more Letters 
of Credit
in U.S. Dollars, 
in a form satisfactory 
to the L/C Issuer, with expiration dates 
no later than the 
earlier of 12 months 
from 
the 
date 
of 
issuance 
(or 
which 
are 
cancelable 
not 
later 
than 
12 months 
from 
the 
date 
of 
issuance and each renewal) or thirty (30) days prior to the 
Revolving Credit Termination 
Date, in 
an aggregate face 
amount as set 
forth above, upon 
the receipt of 
an application duly 
executed by 
the 
Borrower 
and, 
if 
such 
Letter 
of 
Credit 
is 
for 
the 
account 
of 
one 
of 
its 
Subsidiaries, 
such 
Subsidiary
for 
the 
relevant 
Letter 
of 
Credit 
in 
the 
form 
then 
customarily 
prescribed 
by 
the 
L/C Issuer for the 
Letter of Credit 
requested (each an 
“Application”
). 
The Borrower agrees 
that 
if 
on 
the 
Revolving 
Credit 
Termination 
Date 
any 
Letters 
of 
Credit 
remain 
outstanding 
the 
Borrower 
shall 
then 
deliver 
to 
the 
Administrative 
Agent, 
without 
notice 
or 
demand, 
Cash 
Collateral 
in 
an 
amount 
equal 
to 
105% 
of 
the 
aggregate 
amount 
of 
each 
Letter 
of 
Credit 
then 
outstanding (which 
shall be 
held by 
the Administrative 
Agent pursuant 
to the 
terms of 
Section 9.4). 

Notwithstanding anything contained 
in any Application 
to the contrary: 
(i) the Borrower shall 
pay 
fees in 
connection with 
each Letter 
of Credit 
as set 
forth in 
Section 3.1, (ii) except 
as otherwise 
provided herein or in 
Sections 2.8, 2.13 or 2.14, unless 
an Event of Default exists, 
the L/C Issuer 
will not call for the funding by the Borrower 
of any amount under a Letter of Credit before 
being 
presented with 
a drawing 
thereunder, 
and (iii) if 
the L/C Issuer 
is not 
timely reimbursed 
for the 
amount 
of 
any 
drawing 
under 
a 
Letter 
of 
Credit 
on 
the 
date 
such 
drawing 
is 
paid, 
except 
as 
otherwise provided for 
in Section 2.6(c), the 
Borrower’s obligation to 
reimburse the L/C Issuer 
for 
the amount of such drawing shall bear interest (which the 
Borrower hereby promises to pay) from 
and 
after 
the date 
such 
drawing 
is 
paid 
at 
a 
rate 
per 
annum equal 
to 
the sum 
of 
the Applicable 
Margin plus the Base 
Rate from time to time 
in effect (computed on 
the basis of a year 
of 365 or 
366 days, as the case may be, 
and the actual number of 
days elapsed). 
If the L/C Issuer issues any 
Letter of Credit with an expiration date that is automatically extended unless the 
L/C Issuer gives 
notice that the expiration date will not so extend beyond its then scheduled 
expiration date, unless 
the Administrative 
Agent or 
the Required 
Lenders instruct 
the L/C Issuer 
otherwise, the 
L/C Issuer 
will give 
such notice 
of non-renewal 
before the 
time necessary 
to prevent 
such automatic 
extension 
if before such required 
notice date: 
(i) the expiration date of 
such Letter of Credit 
if so extended 
would 
be 
after 
the 
Revolving 
Credit 
Termination 
Date, 
(ii) the 
Revolving 
Credit 
Commitments 
have been terminated, 
or (iii) an Event 
of Default exists 
and either the 
Administrative Agent or 
the 
Required Lenders (with 
notice to the 
Administrative Agent) have 
given the L/C Issuer 
instructions 






-31-
not to 
so permit 
the extension 
of the 
expiration date 
of such 
Letter of 
Credit. 
The L/C Issuer 
agrees 
to issue amendments to the 
Letter(s) of Credit increasing the 
amount, or extending the expiration 
date, thereof 
at the 
request of 
the Borrower 
subject to 
the conditions 
of Section 7 
and the 
other 
terms of this Section. 

 
(c) 
The 
Reimbursement 
Obligations.
 
Subject 
to 
Section 2.3(b), 
the 
obligation 
of 
the 
Borrower to reimburse the 
L/C Issuer for all drawings 
under a Letter of 
Credit (a 
“Reimbursement 
Obligation”
) 
shall 
be 
governed 
by 
the 
Application 
related 
to 
such 
Letter 
of 
Credit, 
except 
that 
reimbursement shall be made (i) by no later than 2:00 p.m. (Chicago time) on the date when 
each 
drawing is to be 
paid if the Borrower 
has been informed of such 
drawing by the L/C Issuer 
on or 
before 10:00 a.m. (Chicago 
time) on the 
date when such 
drawing is to 
be paid 
and the Borrower 
has notified the Administrative Agent by 
1:00 p.m. (Chicago time) on 
such date that the Borrower 
will reimburse the L/C Issuer 
on the date each such drawing 
is to be paid, or (ii) if 
notice of such 
drawing is given to the Borrower 
after 10:00 a.m. (Chicago time) on the 
date when such drawing 
is to 
be paid 
or if 
the Borrower 
fails to 
notify the 
Administrative Agent 
by 1:00 
p.m. (Chicago 
time) on such date that the Borrower will reimburse the L/C Issuer on the date each such drawing 
is to be paid, by no later than 12:00 
Noon (Chicago time) on the following Business Day, 
in each 
case, 
in 
immediately 
available 
funds 
at 
the 
Administrative Agent’s 
principal 
office 
in 
Chicago, 
Illinois, or such other 
office as the Administrative 
Agent may designate in 
writing to the Borrower 
(who shall thereafter cause to 
be distributed to the L/C Issuer 
such amount(s) in like funds). 
If the 
Borrower does not 
make any such 
reimbursement payment on 
the date due 
and the Participating 
Lenders fund their 
participations therein in 
the manner set 
forth in Section 2.3(e) 
below, 
then all 
payments 
thereafter 
received 
by 
the 
Administrative 
Agent 
in 
discharge 
of 
any 
of 
the 
relevant 
Reimbursement Obligations shall be distributed in accordance with Section 2.3(e) below. 

 
(d) 
Obligations Absolute.
 
The Borrower’s obligation to reimburse L/C 
Obligations shall 
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the 
terms of this Agreement and the relevant 
Application under any and all circumstances 
whatsoever 
and 
irrespective 
of 
(i) any 
lack 
of 
validity 
or 
enforceability 
of 
any 
Letter 
of 
Credit 
or 
this 
Agreement, or 
any term 
or provision 
therein, (ii) any 
draft or 
other document 
presented under 
a 
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein 
being untrue or inaccurate in any respect, 
(iii) payment by the L/C Issuer under a Letter of 
Credit 
against presentation 
of a 
draft or 
other document 
that does 
not strictly 
comply with 
the terms 
of 
such Letter of 
Credit, or (iv) any 
other event or 
circumstance whatsoever, 
whether or not 
similar 
to 
any 
of 
the 
foregoing, 
that 
might, 
but 
for 
the 
provisions 
of 
this 
Section, 
constitute 
a 
legal 
or 
equitable discharge of, 
or provide a right 
of setoff against, 
the Borrower’s obligations hereunder. 
None 
of 
the 
Administrative 
Agent, 
the 
Lenders, 
or 
the 
L/C Issuer 
shall 
have 
any 
liability 
or 
responsibility by reason of or in connection 
with the issuance or transfer of 
any Letter of Credit or 
any payment or failure to make any payment thereunder (irrespective of any of the circumstances 
referred 
to 
in 
the 
preceding 
sentence), 
or 
any 
error, 
omission, 
interruption, 
loss 
or 
delay 
in 
transmission or 
delivery of 
any draft, 
notice or other 
communication under 
or relating to 
any Letter 
of 
Credit 
(including 
any 
document 
required 
to 
make 
a 
drawing 
thereunder), 
any 
error 
in 
interpretation of technical terms or 
any consequence arising from causes 
beyond the control of the 
L/C Issuer; 
provided
 
that 
the 
foregoing 
shall 
not 
be 
construed 
to 
excuse 
the 
L/C Issuer 
from 
liability to 
the Borrower 
to the 
extent of 
any direct 
damages (as 
opposed to 
consequential damages, 
claims in 
respect of 
which are 
hereby waived 
by the 
Borrower and 
each other 
Loan Party 
to the 






-32-
extent permitted by applicable 
law) suffered by the Borrower 
or any Loan Party 
that are caused by 
the 
L/C Issuer’s 
failure 
to 
exercise 
care 
when 
determining 
whether 
drafts 
and 
other 
documents 
presented 
under a 
Letter of 
Credit comply 
with the 
terms thereof. 
The parties 
hereto expressly 
agree that, in 
the absence of 
gross negligence or 
willful misconduct on 
the part of 
the L/C Issuer 
(as 
determined 
by 
a 
court 
of 
competent 
jurisdiction 
by 
final 
and 
nonappealable 
judgment), 
the 
L/C Issuer shall be 
deemed to have 
exercised care in 
each such determination. 
In furtherance of 
the 
foregoing and 
without 
limiting 
the 
generality 
thereof, 
the 
parties 
agree 
that, 
with respect 
to 
documents presented which appear on their face to be in substantial compliance with the terms of 
a Letter of 
Credit, the 
L/C Issuer may, in its 
reasonable discretion, 
either accept 
and make payment 
upon such documents 
without responsibility for 
further investigation, or 
refuse to accept 
and make 
payment upon 
such documents 
if such 
documents are 
not in 
strict compliance 
with the 
terms of 
such Letter of Credit. 

 
(e) 
The Participating Interests.
 
Each Lender (other than the Lender acting as 
L/C Issuer 
in issuing 
the relevant 
Letter of 
Credit), by 
its acceptance 
hereof, severally 
agrees to 
purchase from 
the 
L/C Issuer, 
and 
the 
L/C Issuer 
hereby 
agrees 
to 
sell 
to 
each 
such 
Lender 
(a 
“Participating 
Lender”
), an undivided percentage 
participating interest (a 
“Participating Interest”)
, to the 
extent 
of its Revolver 
Percentage, in each 
Letter of Credit 
issued by, and each 
Reimbursement Obligation 
owed to, the L/C Issuer. 
Upon any failure by the Borrower 
to pay any Reimbursement Obligation 
at 
the 
time 
required 
on 
the 
date 
the 
related 
drawing 
is 
to 
be 
paid, 
as 
set 
forth 
in 
Section 2.3(c) 
above, or if 
the L/C Issuer is 
required at any 
time to return 
to the Borrower 
or to a 
trustee, receiver, 
liquidator, 
custodian 
or 
other 
Person 
any 
portion 
of 
any 
payment 
of 
any 
Reimbursement 
Obligation, each Participating 
Lender shall, not 
later than the 
Business Day it 
receives a certificate 
in the form of 
Exhibit A hereto from the 
L/C Issuer (with a copy 
to the Administrative Agent) 
to 
such 
effect, 
if 
such 
certificate 
is 
received 
before 
1:00 p.m. 
(Chicago 
time), 
or 
not 
later 
than 
1:00 p.m. 
(Chicago 
time) 
the 
following 
Business 
Day, 
if 
such 
certificate 
is 
received 
after 
such 
time, pay to 
the Administrative 
Agent for the 
account of the 
L/C Issuer an amount 
equal to such 
Participating 
Lender’s 
Revolver 
Percentage 
of 
such 
unpaid 
or 
recaptured 
Reimbursement 
Obligation together with 
interest on such 
amount accrued from 
the date the 
related payment was 
made 
by 
the 
L/C Issuer 
to 
the 
date 
of 
such 
payment 
by 
such 
Participating 
Lender 
at 
a 
rate 
per 
annum equal to: 
(i) from the date the related payment was made by 
the L/C Issuer to the date two 
(2) Business Days after 
payment by such 
Participating Lender is 
due hereunder, 
at the greater 
of 
the 
Federal 
Funds 
Rate 
and 
a 
rate 
determined 
by 
the 
Administrative 
Agent 
in 
accordance 
with 
banking 
industry 
rules 
on interbank 
compensation 
for 
each 
such day 
and 
(ii) from 
the date 
two 
(2) Business Days 
after the 
date such 
payment is 
due from 
such Participating 
Lender to 
the date 
such payment 
is made 
by such 
Participating 
Lender, 
the Base 
Rate in 
effect 
for 
each such 
day. 

Each such 
Participating Lender 
shall thereafter 
be entitled 
to receive 
its Revolver 
Percentage of 
each payment 
received in 
respect of 
the relevant 
Reimbursement Obligation 
and of 
interest paid 
thereon, with the L/C Issuer retaining its 
Revolver Percentage thereof as a 
Lender hereunder. 
The 
several 
obligations 
of 
the 
Participating 
Lenders 
to 
the 
L/C Issuer 
under 
this 
Section 
shall 
be 
absolute, irrevocable, and unconditional under 
any and all circumstances 
whatsoever and shall not 
be subject to any set-off, counterclaim or 
defense to payment which any 
Participating Lender may 
have or 
have had 
against the 
Borrower, the 
L/C Issuer, the 
Administrative Agent, 
any Lender 
or 
any other 
Person whatsoever. 
Without limiting 
the generality 
of the 
foregoing, such 
obligations 
shall not be affected by any 
Default or by any reduction 
or termination of any 
Commitment of any 






-33-
Lender, and each payment by a Participating Lender under this Section shall be 
made without any 
offset, abatement, withholding or reduction whatsoever. 

 
(f) 
Indemnification.
 
The 
Participating 
Lenders 
shall, 
to 
the 
extent 
of 
their 
respective 
Revolver Percentages, 
indemnify the 
L/C Issuer (to 
the extent 
not reimbursed 
by the 
Borrower) 
against any cost, expense (including 
reasonable counsel fees and disbursements), 
claim, demand, 
action, loss 
or liability 
(except such 
as result 
from such 
L/C Issuer’s gross 
negligence or 
willful 
misconduct 
as 
determined 
by 
a 
court 
of 
competent 
jurisdiction 
by 
final 
and 
nonappealable 
judgment) that 
the L/C Issuer 
may suffer 
or incur 
in connection 
with any 
Letter of 
Credit issued 
by it. 
The obligations of the 
Participating Lenders under this subsection 
(f) and all other parts 
of 
this Section shall survive termination of this Agreement and of all Applications, 
Letters of Credit, 
and all drafts and other documents presented in connection with drawings thereunder. 
 
(g) 
Manner of 
Requesting a 
Letter of 
Credit.
 
The Borrower 
shall provide 
at least 
five 
(5) Business 
Days’ 
advance 
written 
notice 
to 
the 
Administrative 
Agent 
of 
each 
request 
for 
the 
issuance of a 
Letter of Credit, 
such notice in 
each case to 
be accompanied by 
an Application for 
such 
Letter 
of 
Credit 
properly 
completed 
and 
executed 
by 
the 
Borrower 
and, 
in 
the 
case 
of 
an 
extension 
or 
amendment 
or 
an 
increase 
in 
the 
amount 
of 
a 
Letter 
of 
Credit, 
a 
written 
request 
therefor, 
in 
a 
form 
acceptable 
to 
the 
Administrative 
Agent 
and 
the 
L/C Issuer, 
in 
each 
case, 
together 
with 
the 
fees 
called 
for 
by 
this 
Agreement. 
The 
Administrative 
Agent 
shall 
promptly 
notify the L/C Issuer of 
the Administrative Agent’s receipt of each 
such notice (and
the L/C Issuer 
shall 
be 
entitled 
to 
assume 
that 
the 
conditions 
precedent 
to 
any 
such 
issuance, 
extension, 
amendment or 
increase have 
been satisfied 
unless notified 
to the 
contrary by 
the Administrative 
Agent or the 
Required Lenders) and 
the L/C Issuer shall 
promptly notify the 
Administrative Agent 
and the Lenders of the issuance of the Letter of Credit so requested. 

 
(h) 
Replacement of 
the L/C Issuer
. 
The L/C Issuer 
may be 
replaced at 
any time 
by written 
agreement 
among 
the 
Borrower, 
the 
Administrative 
Agent, 
the 
replaced 
L/C Issuer, 
and 
the 
successor L/C Issuer. 
The Administrative Agent shall notify 
the Lenders of any such 
replacement 
of the 
L/C Issuer. 
At the 
time any 
such replacement 
shall become 
effective, the 
Borrower shall 
pay all unpaid 
fees accrued for 
the account of 
the replaced L/C 
Issuer. 
From and after 
the effective 
date of any such replacement 
(i) the successor L/C Issuer shall have all 
the rights and obligations 
of the L/C Issuer under 
this Agreement with respect 
to Letters of Credit 
to be issued thereafter 
and 
(ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor 
or to any 
previous L/C Issuer, or to such 
successor and all previous 
L/C Issuers, as the context 
shall require. 

After 
the 
replacement 
of 
a 
L/C Issuer 
hereunder, 
the 
replaced 
L/C Issuer 
shall 
remain 
a 
party 
hereto and 
shall continue 
to have 
all the 
rights and 
obligations of 
a L/C Issuer 
under this 
Agreement 
with respect to Letters of Credit issued 
by it prior to such replacement, but 
shall not be required to 
issue additional Letters of Credit. 
Section 2.4. 
Applicable Interest Rates.
 

 
(a) 
Base Rate Loans.
 
Each Base Rate 
Loan made or 
maintained by a 
Lender shall bear 
interest (computed on the basis of a year 
of 365 or 366 days, as the case may be 
(360 days, in the 
case of clause (c) 
of the definition 
of Base 
Rate relating to 
the LIBOR 
Quoted Rate), and 
the actual 






-34-
days 
elapsed 
on 
the 
unpaid 
principal 
amount 
thereof 
from 
the 
date 
such 
Loan 
is 
advanced, 
or 
created 
by 
conversion 
from 
a 
Eurodollar 
Loan, 
until 
maturity 
(whether 
by 
acceleration 
or 
otherwise) at a rate per annum equal to 
the sum of the Applicable Margin plus the Base 
Rate from 
time 
to 
time 
in 
effect, 
payable 
by 
the 
Borrower 
on 
each 
Interest 
Payment 
Date 
and 
at 
maturity 
(whether by acceleration or otherwise). 
 
(b) 
Eurodollar Loans.
 
Each Eurodollar Loan made or maintained 
by a Lender shall bear 
interest during each Interest Period it is 
outstanding (computed on the basis of a 
year of 360 days 
and 
actual 
days 
elapsed) 
on 
the 
unpaid 
principal 
amount 
thereof 
from 
the 
date 
such 
Loan 
is 
advanced or continued, or 
created by conversion from 
a Base Rate Loan, 
until maturity (whether 
by acceleration or otherwise) at 
a rate per annum equal 
to the sum of the 
Applicable Margin plus 
the Adjusted LIBOR applicable 
for such Interest Period, payable 
by the Borrower on 
each Interest 
Payment Date and at maturity (whether by acceleration or otherwise). 

 
(c) 
Rate 
Determinations. 
 
The 
Administrative 
Agent 
shall 
determine 
each 
interest 
rate 
applicable 
to 
the 
Loans 
and 
the 
Reimbursement 
Obligations 
hereunder, 
and 
its 
determination 
thereof shall be conclusive and binding except in the case of manifest error. 

Section 2.5. 
Minimum 
Borrowing 
Amounts; 
Maximum 
Eurodollar 
Loans
. 
Each 
Borrowing 
of 
Base 
Rate 
Loans 
advanced 
under 
a 
Facility 
shall 
be 
in 
an 
amount 
not 
less 
than 
$100,000. 
Each Borrowing 
of Eurodollar 
Loans advanced, 
continued or 
converted under 
a Facility 
shall be in an amount equal to $1,000,000 or such greater amount which is an integral multiple of 
$500,000. 
Without 
the 
Administrative 
Agent’s 
consent, 
there 
shall 
not 
be 
more 
than 
ten (10) 
Borrowings of Eurodollar Loans outstanding hereunder at any one time. 

Section 2.6. 
Manner of Borrowing Loans and Designating Applicable Interest Rates.
 

 
(a) 
Notice 
to 
the 
Administrative 
Agent.
 
The 
Borrower 
shall 
give 
notice 
to 
the 
Administrative
Agent by no 
later than 12:00 noon 
(Chicago time): 
(i) at least 
three (3) Business 
Days 
before 
the 
date 
on 
which 
the 
Borrower 
requests 
the 
Lenders 
to 
advance 
a 
Borrowing 
of 
Eurodollar Loans and (ii) 
on the date the 
Borrower requests the Lenders 
to advance a 
Borrowing 
of Base Rate Loans. 
The Loans included in each 
Borrowing shall bear interest initially at 
the type 
of rate 
specified in 
such notice 
of a 
new Borrowing. 
Thereafter, subject to 
the terms 
and conditions 
hereof, the 
Borrower may 
from time 
to time 
elect to 
change or 
continue the 
type of 
interest rate 
borne by 
each Borrowing 
or, 
subject to 
the minimum 
amount requirement 
for each 
outstanding 
Borrowing 
set 
forth 
in 
Section 2.5, 
a 
portion 
thereof, 
as 
follows: 
(i) if 
such 
Borrowing 
is 
of 
Eurodollar 
Loans, 
on 
the 
last 
day 
of 
the 
Interest 
Period 
applicable 
thereto, 
the 
Borrower 
may 
continue part 
or all 
of such 
Borrowing as 
Eurodollar Loans 
or convert 
part or 
all of 
such Borrowing 
into Base 
Rate Loans 
or (ii) if 
such Borrowing 
is of 
Base Rate 
Loans, on 
any Business 
Day, 
the 
Borrower may convert all 
or part of such Borrowing 
into Eurodollar Loans for 
an Interest Period 
or Interest Periods specified by 
the Borrower. 
The Borrower shall give all 
such notices requesting 
the advance, continuation 
or conversion of 
a Borrowing to 
the Administrative
Agent by telephone, 
telecopy, or other telecommunication 
device acceptable to 
the Administrative Agent 
(which notice 
shall be irrevocable 
once given and, 
if by telephone, 
shall be promptly 
confirmed in writing 
in a 
manner 
acceptable 
to 
the 
Administrative 
Agent), 
substantially 
in 
the 
form 
attached 
hereto 
as 
Exhibit B (Notice of Borrowing) 
or Exhibit C (Notice of 
Continuation/Conversion), as applicable, 






-35-
or 
in 
such 
other 
form 
acceptable 
to 
the 
Administrative
Agent. 
Notice 
of 
the 
continuation 
of 
a 
Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion 
of part or all 
of 
a 
Borrowing 
of 
Base 
Rate 
Loans 
into 
Eurodollar 
Loans 
must 
be 
given 
by 
no 
later 
than 
12:00 noon 
(Chicago 
time) 
at 
least 
three 
(3) Business 
Days 
before 
the 
date 
of 
the 
requested 
continuation or conversion. 
All such notices concerning the advance, 
continuation or conversion 
of a 
Borrowing shall 
specify the 
date of 
the requested 
advance, continuation 
or conversion 
of a 
Borrowing 
(which 
shall 
be 
a 
Business 
Day), 
the 
amount 
of 
the 
requested 
Borrowing 
to 
be 
advanced, continued 
or converted, 
the type 
of Loans 
to comprise 
such new, continued or 
converted 
Borrowing 
and, 
if 
such 
Borrowing 
is 
to 
be 
comprised 
of 
Eurodollar 
Loans, 
the 
Interest 
Period 
applicable 
thereto. 
Upon 
notice 
to 
the 
Borrower 
by 
the 
Administrative 
Agent 
or 
the 
Required 
Lenders (or, 
in the 
case of 
an Event 
of Default 
under Section 9.1(j) 
or 9.1(k) 
with respect 
to the 
Borrower, 
without 
notice), 
no 
Borrowing of 
Eurodollar 
Loans 
shall 
be 
advanced, 
continued, 
or 
created 
by 
conversion 
if 
any 
Default 
then 
exists. 
The 
Borrower 
agrees 
that 
the 
Administrative 
Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any 
person the 
Administrative Agent 
in good 
faith believes 
is an 
Authorized Representative 
without 
the necessity of independent investigation, and in 
the event any such notice by telephone 
conflicts 
with any written confirmation such telephonic notice 
shall govern if the Administrative Agent 
has 
acted in reliance thereon. 
 
(b) 
Notice 
to 
the 
Lenders
. 
The 
Administrative 
Agent 
shall 
give 
prompt 
telephonic, 
telecopy 
or 
other 
telecommunication 
notice 
to 
each 
Lender 
of 
any 
notice 
from 
the 
Borrower 
received 
pursuant 
to 
Section 2.6(a) 
above 
and, 
if 
such 
notice 
requests 
the 
Lenders 
to 
make 
Eurodollar Loans, the Administrative Agent shall give notice to the 
Borrower and each Lender by 
like means 
of the 
interest rate applicable 
thereto promptly after 
the Administrative Agent 
has made 
such determination. 
 
(c) 
Borrower’s 
Failure 
to 
Notify. 

If 
the 
Borrower 
fails 
to 
give 
notice 
pursuant 
to 
Section 2.6(a) above 
of the 
continuation or 
conversion of 
any outstanding 
principal amount 
of a 
Borrowing of 
Eurodollar Loans 
before the 
last day 
of its 
then current 
Interest Period 
within the 
period 
required 
by 
Section 2.6(a) 
and 
such 
Borrowing 
is 
not 
prepaid 
in 
accordance 
with 
Section 2.8(a), such 
Borrowing shall 
automatically be 
converted into 
a Borrowing 
of Base 
Rate 
Loans. 
In 
the 
event 
the 
Borrower 
fails 
to 
give 
notice 
pursuant 
to 
Section 2.6(a) 
above 
of 
a 
Borrowing 
equal 
to 
the 
amount 
of 
a 
Reimbursement 
Obligation 
and 
has 
not 
notified 
the 
Administrative Agent by 
12:00 noon (Chicago time) 
on the day 
such Reimbursement Obligation 
becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed 
under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate 
Loans under 
the Revolving 
Facility (or, at 
the option 
of the 
Swingline Lender, under 
the Swingline) 
on such day in the 
amount of the Reimbursement Obligation 
then due, which Borrowing shall 
be 
applied to pay the Reimbursement Obligation then due. 
 
(d) 
Disbursement of Loans
. 
Not later 
than 2:00 p.m. (Chicago 
time) on 
the date of 
any 
requested advance of a new Borrowing, subject to Section 7, each Lender shall make available its 
Loan comprising part of such Borrowing in funds immediately 
available at the principal office of 
the Administrative 
Agent in 
Chicago, Illinois 
(or at 
such other 
location as 
the Administrative 
Agent 
shall 
designate). 
The 
Administrative 
Agent 
shall 
make 
the 
proceeds 
of 
each 
new 
Borrowing 
available to the Borrower at the Administrative Agent’s principal office in Chicago, Illinois (or at 






-36-
such other location 
as the 
Administrative Agent shall 
designate), by depositing 
or wire 
transferring 
such 
proceeds 
to 
the 
credit 
of 
the 
Borrower’s 
Designated 
Disbursement 
Account 
or 
as 
the 
Borrower and the Administrative Agent may otherwise agree.
 
(e) 
Administrative Agent Reliance on 
Lender Funding.
 
Unless the Administrative Agent 
shall have been notified 
by a Lender prior 
to (or, in 
the case of a 
Borrowing of Base Rate 
Loans, 
by 1:00 p.m. (Chicago time) on) 
the date on which such Lender 
is scheduled to make payment to 
the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) 
that such 
Lender does 
not intend 
to make 
such payment, 
the Administrative 
Agent may 
assume 
that such Lender has made such payment when due and the Administrative Agent may in reliance 
upon such assumption (but 
shall not be required to) 
make available to the Borrower 
the proceeds 
of the Loan 
to be made 
by such Lender 
and, if any 
Lender has not 
in fact made 
such payment to 
the 
Administrative 
Agent, 
such 
Lender 
shall, 
on 
demand, 
pay 
to 
the 
Administrative 
Agent 
the 
amount made available to the Borrower attributable 
to such Lender together with interest thereon 
in respect of each day 
during the period commencing 
on the date such amount 
was made available 
to 
the 
Borrower 
and 
ending 
on 
(but 
excluding) 
the 
date 
such 
Lender 
pays 
such 
amount 
to 
the 
Administrative Agent at 
a rate per 
annum equal to: 
(i) from the date 
the related advance 
was made 
by the 
Administrative Agent 
to the 
date two 
(2) Business Days 
after payment 
by such 
Lender is 
due hereunder, the greater of 
the Federal Funds Rate and a rate determined by the 
Administrative 
Agent in accordance 
with banking industry 
rules on interbank 
compensation for each 
such day and 
(ii) from the date 
two (2) Business 
Days after 
the date such 
payment is 
due from 
such Lender to 
the date such payment is made by such Lender, the Base Rate in effect for each such day. 
If such 
amount is not received from 
such Lender by the 
Administrative Agent immediately upon 
demand, 
the 
Borrower 
will, 
on 
demand, 
repay 
to 
the 
Administrative 
Agent 
the 
proceeds 
of 
the 
Loan 
attributable 
to 
such 
Lender 
with 
interest 
thereon 
at 
a 
rate 
per 
annum 
equal 
to 
the 
interest 
rate 
applicable 
to 
the 
relevant 
Loan, 
but 
without 
such 
payment 
being 
considered 
a 
payment 
or 
prepayment 
of 
a 
Loan 
under 
Section 4.5 
so 
that 
the 
Borrower 
will 
have no 
liability 
under 
such 
Section with respect 
to such payment. 
Any payment by 
the Borrower shall 
be without prejudice 
to any claim the Borrower may have 
against a Lender that shall have failed 
to make such payment 
to the Administrative Agent. 
 
Section 2.7. 
Maturity of Loans
. 

 
(a) 
Revolving Loans.
 
Each Revolving Loan, both for principal and interest not sooner 
paid, shall mature and 
be due and payable 
by the Borrower on 
the Revolving Credit Termination 
Date. 

 
(b) 
Swingline Loans
. 
Each Swingline Loan, both for principal 
and interest not sooner 
paid, shall mature and 
be due and payable 
by the Borrower on 
the Revolving Credit Termination 
Date. 

Section 2.8. 
Prepayment. 
(a)
 
Optional
. 
The Borrower may 
prepay in whole 
or in 
part (but, 
if in 
part, then: 
(i) if 
such Borrowing is 
of Base Rate 
Loans, in an 
amount not less 
than $100,000, (ii) if 
such Borrowing 
is of Eurodollar 
Loans, in an 
amount not less 
than $500,000, and 
(iii) in each case, 
in an amount 






-37-
such 
that 
the 
minimum 
amount 
required 
for 
a 
Borrowing 
pursuant 
to 
Sections 2.2(b) 
and 
2.5 
remains outstanding) 
upon not less 
than three 
(3) Business Days prior 
notice by 
the Borrower to 
the Administrative Agent in the 
case of any prepayment of 
a Borrowing of Eurodollar Loans and 
notice delivered by 
the Borrower to 
the Administrative Agent 
no later than 12:00 
noon (Chicago 
time) on the 
date of prepayment 
in the case 
of a Borrowing 
of Base Rate 
Loans (or, 
in any case, 
such shorter 
period of 
time then 
agreed to 
by the 
Administrative Agent), 
such prepayment 
to be 
made by 
the payment 
of the 
principal amount 
to be 
prepaid and, 
in the 
case of 
any Incremental 
Term 
Loans, any Eurodollar Loans or Swingline Loans, accrued interest thereon 
to the date fixed 
for prepayment plus any amounts due the Lenders under Section 4.5. 

 
(b) 
Mandatory
. 
(i) The Borrower shall, 
on each date 
the Revolving Credit 
Commitments 
are 
reduced 
pursuant 
to 
Section 2.11, 
prepay 
the 
Swingline 
Loans, 
Revolving 
Loans, 
and, 
if 
necessary, prefund 
the L/C Obligations by the amount, 
if any, 
necessary to reduce the sum 
of the 
aggregate 
principal 
amount 
of 
Swingline 
Loans, 
Revolving 
Loans, 
and 
L/C Obligations 
then 
outstanding to the amount to which the Revolving Credit Commitments have been so reduced. 

 
(ii) 
If the 
Borrower or 
any Subsidiary 
shall at 
any time 
or from 
time to 
time make 
or agree 
to make a Disposition 
(other than a Disposition 
permitted pursuant to Section 
8.10 hereof) or shall 
suffer an Event of Loss with 
respect to any Property, 
then the Borrower shall promptly notify the 
Administrative Agent of such proposed Disposition or Event 
of Loss (including the amount of the 
estimated Net Cash 
Proceeds to be 
received by the 
Borrower or such 
Subsidiary in respect 
thereof) 
and, promptly upon receipt by the Borrower or such Subsidiary 
of the Net Cash Proceeds of such 
Disposition or 
Event of 
Loss, the 
Borrower shall prepay 
the Obligations 
in an aggregate 
amount 
equal to 
100% of 
the amount 
of all 
such Net 
Cash Proceeds; 
provided
 
that (x) so 
long as 
no Default 
then 
exists, 
this 
subsection 
shall 
not 
require 
any 
such 
prepayment 
with 
respect 
to 
Net 
Cash 
Proceeds received on account of an 
Event of Loss so long as 
such Net Cash Proceeds are applied 
to replace or 
restore the relevant 
Property in accordance 
with the relevant 
Collateral Documents, 
(y) this 
subsection 
shall 
not 
require 
any 
such 
prepayment 
with 
respect 
to 
Net 
Cash 
Proceeds 
received 
on 
account 
of 
Dispositions 
during 
any 
fiscal 
year 
of 
the 
Borrower 
not 
exceeding 
$10,000,000 
in 
the 
aggregate 
so 
long 
as 
no 
Default 
then 
exists, 
and 
(z) in 
the 
case 
of 
any 
Disposition not 
covered by 
clause (y) 
above, so 
long as 
no Default 
then exists, 
if 
the Borrower 
states in its 
notice of such 
event that the 
Borrower or the 
relevant Subsidiary intends 
to reinvest, 
within 180 days of 
the applicable Disposition, 
the Net Cash 
Proceeds thereof 
in assets 
similar to 
the assets which were 
subject to such Disposition, 
then the Borrower shall 
not be required to 
make 
a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the 
extent 
such Net 
Cash Proceeds 
are actually 
reinvested in 
such similar 
assets with 
such 180-day 
period. 

Promptly after the 
end of such 
180-day period, the 
Borrower shall notify 
the Administrative Agent 
whether the Borrower 
or such Subsidiary 
has reinvested such 
Net Cash Proceeds 
in such similar 
assets, and, to the extent such Net Cash Proceeds 
have not been so reinvested, the Borrower shall 
promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. 
The 
amount of each 
such prepayment shall 
be applied, subject 
to Section 2.8(b)(v) 
below, 
first to the 
outstanding Incremental Term Loans, if any, 
on a ratable basis based on the outstanding principal 
amounts 
thereof, 
and 
then 
to 
the 
Revolving 
Facility, 
but 
without 
a 
reduction 
of 
the 
Revolving 
Credit Commitments. 
If the 
Administrative Agent 
or the 
Required Lenders 
so request, 
all proceeds 
of such 
Disposition or 
Event of 
Loss shall 
be deposited 
with the 
Administrative Agent 
(or its 
agent) 
and held by 
it in the 
Collateral Account. 
So long as 
no Default exists, 
the Administrative Agent 






-38-
is authorized to disburse amounts representing such proceeds from the Collateral Account to or at 
the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding 
or restoring such Property. 
 
(iii) 
If 
after 
the 
Closing 
Date 
the 
Borrower 
or 
any 
Subsidiary 
shall 
issue 
new 
equity 
securities 
(whether 
common 
or 
preferred 
stock 
or 
otherwise), 
other 
than 
Excluded 
Equity 
Issuances, the Borrower shall 
promptly notify the Administrative 
Agent of the estimated 
Net Cash 
Proceeds of such issuance to be received by 
or for the account of the Borrower or such 
Subsidiary 
in 
respect 
thereof. 
Promptly 
upon 
receipt 
by 
the 
Borrower 
or 
such 
Subsidiary 
of 
Net 
Cash 
Proceeds of 
such issuance, 
the Borrower 
shall prepay 
the Obligations 
in an 
aggregate amount 
equal 
to 100% of the amount of 
such Net Cash Proceeds. 
The amount of each such prepayment shall 
be 
applied, 
subject 
to 
Section 2.8(b)(v) 
below, 
first 
to 
the 
outstanding 
Incremental 
Term 
Loans, 
if 
any, 
on 
a 
ratable 
basis 
based 
on 
the 
outstanding 
principal 
amounts 
thereof, 
and 
then 
to 
the 
Revolving Facility, but without a reduction of 
the Revolving Credit Commitments. 
The Borrower 
acknowledges that its 
performance hereunder shall 
not limit the 
rights and remedies 
of the Lenders 
for any 
breach of 
Section 8.11 (Maintenance of 
Subsidiaries) or 
Section 9.1(i) (Change 
of Control) 
or any other terms of the Loan Documents. 

 
(iv) 
If after the 
Closing Date 
the Borrower 
or any Subsidiary 
shall issue 
any Indebtedness, 
other 
than 
Indebtedness 
permitted 
by 
Section 8.7, 
the 
Borrower 
shall 
promptly 
notify 
the 
Administrative Agent 
of the 
estimated Net 
Cash Proceeds 
of such 
issuance to 
be received 
by or 
for the account 
of the Borrower 
or such Subsidiary 
in respect thereof. 
Promptly upon receipt 
by 
the Borrower or 
such Subsidiary of 
Net Cash Proceeds 
of such issuance, 
the Borrower shall 
prepay 
the Obligations in an aggregate amount equal 
to 100% of the amount of such 
Net Cash Proceeds. 

The amount of each such prepayment shall 
be applied, subject to Section 2.8(b)(v) below, 
first to 
the 
outstanding 
Incremental 
Term 
Loans, 
if 
any, 
on 
a 
ratable 
basis 
based 
on 
the 
outstanding 
principal 
amounts 
thereof, 
and 
then 
to 
the 
Revolving 
Facility, 
but 
without 
a 
reduction 
of 
the 
Revolving 
Credit 
Commitments. 
The 
Borrower 
acknowledges 
that 
its 
performance 
hereunder 
shall not 
limit the 
rights and 
remedies of 
the Lenders 
for any 
breach of 
Section 8.7 or 
any other 
terms of the Loan Documents. 
 
(v) 
Unless 
the 
Borrower 
otherwise 
directs, 
prepayments 
of 
Loans 
under 
this 
Section 2.8(b) shall be 
applied first 
to Borrowings 
of Base Rate 
Loans until payment 
in full 
thereof 
with any 
balance applied 
to Borrowings 
of Eurodollar 
Loans in 
the order 
in which 
their Interest 
Periods expire. 
Each prepayment of 
Loans under this 
Section 2.8(b) shall 
be made by 
the payment 
of the principal amount to be prepaid and, in the case of any Incremental Term 
Loans, Eurodollar 
Loans or 
Swingline Loans, 
accrued interest 
thereon to 
the date 
of prepayment 
together with 
any 
amounts due the Lenders under 
Section 4.5. 
Each prefunding of L/C Obligations shall 
be made in 
accordance with Section 9.4. 

 
(c) 
Any 
amount 
of 
Swingline 
Loans 
and 
Revolving 
Loans 
paid 
or 
prepaid 
before 
the 
Revolving Credit 
Termination 
Date may, 
subject to 
the terms 
and conditions 
of this 
Agreement, 
be borrowed, repaid and borrowed again. 
No amount of the Incremental Term Loans, if any, paid 
or prepaid may be reborrowed, 
and, in the case of any 
partial prepayment, such prepayment shall 
be applied to the remaining payments on all Incremental 
Term Loans in inverse order of maturity. 






-39-
Section 2.9. 
Default 
Rate. 

Notwithstanding 
anything 
to 
the 
contrary 
contained 
herein, 
while any 
Event of 
Default exists 
or after 
acceleration, the 
Borrower shall 
pay interest 
(after as 
well as before entry 
of judgment thereon to 
the extent permitted by 
law) on the principal 
amount 
of all Loans and 
Reimbursement Obligations, letter of 
credit fees and other 
amounts at a rate 
per 
annum equal to: 
 
(a) 
for 
any Base 
Rate Loan 
or any 
Swingline Loan 
bearing interest 
based on 
the Base Rate, the 
sum of 2.0% 
plus 
the Applicable Margin 
plus 
the Base Rate from time 
to time in effect; 

 
(b) 
for 
any 
Eurodollar 
Loan 
or 
any 
Swingline 
Loan 
bearing 
interest 
at 
the 
Administrative 
Agent’s 
Quoted 
Rate, 
the 
sum 
of 
2.0% 
plus 
the 
rate 
of 
interest 
in 
effect 
thereon at the time of such Event of 
Default until the end of the Interest 
Period applicable 
thereto and, 
thereafter, 
at a 
rate per 
annum equal 
to the 
sum of 
2.0% 
plus 
the Applicable 
Margin for Base Rate Loans 
plus 
the Base Rate from time to time in effect; 
 
(c) 
for any Reimbursement Obligation, 
the sum of 2.0% 
plus 
the amounts due 
under Section 2.3 with respect to such Reimbursement Obligation; 

 
(d) 
for any Letter of 
Credit, the sum of 
2.0% 
plus 
the L/C Participation Fee 
due 
under Section 3.1(b) with respect to such Letter of Credit; and 
 
(e) 
for any 
other amount 
owing hereunder 
not covered 
by clauses 
(a) through 
(d) above, the sum of 2% 
plus
 
the Applicable Margin 
plus
 
the Base Rate from time to 
time 
in effect; 
provided, 
however, 
that 
in 
the 
absence 
of 
acceleration 
pursuant 
to 
Section 9.2 
or 
9.3, 
any 
adjustments 
pursuant 
to 
this 
Section shall 
be made 
at 
the 
election 
of the 
Administrative 
Agent, 
acting 
at 
the 
request 
or 
with 
the 
consent 
of 
the 
Required 
Lenders, 
with 
written 
notice 
to 
the 
Borrower 
(which 
election 
may 
be 
retroactively 
effective 
to 
the 
date 
of 
such 
Event 
of 
Default). 

While any 
Event of 
Default exists 
or after 
acceleration, interest 
shall be 
paid on 
demand of 
the 
Administrative Agent at the request or with the consent of the Required Lenders. 

Section 2.10. 
Evidence of 
Indebtedness.
 
(a) Each Lender 
shall maintain 
in accordance 
with 
its 
usual 
practice 
an 
account 
or 
accounts 
evidencing 
the 
indebtedness 
of 
the 
Borrower 
to 
such 
Lender resulting from each 
Loan made by such 
Lender from time to 
time, including the amounts 
of principal and interest payable and paid to such Lender from time to time hereunder. 
 
(b) 
The Administrative Agent shall also maintain accounts in which it will record (i) the 
amount of each 
Loan made hereunder, the 
type thereof and 
the Interest Period 
with respect thereto, 
(ii) the amount of any 
principal or interest due 
and payable or to 
become due and payable 
from the 
Borrower to 
each Lender 
hereunder and 
(iii) the amount 
of any 
sum received 
by the 
Administrative 
Agent hereunder from the Borrower and each Lender’s share thereof. 
 
(c) 
The entries maintained in 
the accounts maintained 
pursuant to subsections (a) and 
(b) 
above 
shall 
be 
prima 
facie
 
evidence 
of 
the 
existence 
and 
amounts 
of 
the 
Obligations 
therein 






-40-
recorded; 
provided, 
however, 
that 
the 
failure 
of 
the 
Administrative 
Agent 
or 
any 
Lender 
to 
maintain such 
accounts or 
any error 
therein shall 
not in 
any manner 
affect 
the obligation 
of the 
Borrower to repay the Obligations in accordance with their terms. 
 
(d) 
Any Lender may request 
that its Loans be 
evidenced by a promissory 
note or notes in 
the forms of 
Exhibit D-1 (in 
the case of 
its Revolving Loans 
and referred to 
herein as a 
“Revolving 
Note”
), or D-2 
(in the case 
of its Swingline 
Loans and referred 
to herein as 
a 
“Swing Note”
), as 
applicable (the Revolving 
Notes and Swing 
Note being hereinafter 
referred to collectively 
as the 
“Notes”
 
and individually 
as a 
“Note”
). 
In such 
event, the 
Borrower shall 
prepare, execute 
and 
deliver to such Lender a 
Note payable to such Lender 
or its registered assigns in 
the amount of the 
relevant Commitment, or 
Swingline Sublimit, as 
applicable. 
Thereafter, the 
Loans evidenced by 
such Note or Notes and interest thereon 
shall at all times (including after any 
assignment pursuant 
to 
Section 13.2) 
be 
represented 
by 
one 
or 
more 
Notes 
payable to 
the 
order 
of 
the 
payee 
named 
therein 
or 
any 
assignee 
pursuant 
to 
Section 13.2, 
except 
to 
the 
extent 
that 
any 
such 
Lender 
or 
assignee subsequently 
returns any 
such Note 
for cancellation 
and requests 
that such 
Loans once 
again be evidenced as described in subsections (a) and (b) above. 
Section 2.11. 
Commitment Terminations 
. 
 
(a) 
Optional Revolving 
Credit 
Terminations. 

The Borrower 
shall have 
the right 
at any 
time and from time to 
time, upon five (5) Business Days 
prior written notice to the 
Administrative 
Agent 
(or 
such 
shorter 
period 
of 
time 
agreed 
to 
by 
the 
Administrative 
Agent), 
to 
terminate 
the 
Revolving Credit 
Commitments without 
premium or 
penalty and 
in whole 
or in 
part, any 
partial 
termination 
to 
be 
(i) in 
an 
amount 
not 
less 
than 
$5,000,000 
or 
any 
whole 
multiple 
thereof 
and 
(ii) allocated ratably 
among the 
Lenders in 
proportion to 
their respective 
Revolver 
Percentages, 
provided that the Revolving 
Credit Commitments may not 
be reduced to an 
amount less than the 
sum of 
the aggregate 
principal amount 
of Swingline 
Loans, Revolving Loans, 
and L/C Obligations 
then outstanding. 
Any termination of the 
Revolving Credit Commitments below 
the L/C Sublimit 
or the Swingline Sublimit then in effect shall 
reduce the L/C Sublimit and Swingline Sublimit, as 
applicable, by a like 
amount. 
The Administrative Agent shall 
give prompt notice to each 
Lender 
of any such termination of the Revolving Credit Commitments. 
 
(b) 
Any termination of the Revolving Credit Commitments pursuant to this Section may 
not be reinstated. 
Section 2.12. 
Replacement 
of 
Lenders
. 
If 
any 
Lender 
requests 
compensation 
under 
Section 4.4, or if the Borrower is required to pay any Indemnified Taxes 
or additional amounts to 
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.1 
and, in each case, 
such Lender has declined 
or is unable to 
designate a different 
lending office in 
accordance with Section 4.7, 
or if any 
Lender is a 
Defaulting Lender or 
a Non-Consenting Lender, 
then 
the 
Borrower 
may, 
at 
its 
sole 
expense 
and 
effort, 
upon 
notice 
to 
such 
Lender 
and 
the 
Administrative Agent, 
require such 
Lender to 
assign and 
delegate, without 
recourse (in 
accordance 
with and subject to the restrictions contained in, and consents required by, Section 13.2), all of its 
interests, rights (other 
than its existing 
rights to payments 
pursuant to Section 4.1 
or Section 4.4) 
and obligations 
under this Agreement 
and the 
related Loan 
Documents to an 
Eligible Assignee that 






-41-
shall assume 
such obligations 
(which assignee 
may be 
another Lender, 
if a 
Lender accepts 
such 
assignment); 
provided 
that: 
 
(i) 
the Borrower 
shall have 
paid to 
the Administrative 
Agent the 
assignment 
fee (if any) specified in Section 13.2;
 
(ii) 
such 
Lender 
shall 
have 
received 
payment 
of 
an 
amount 
equal 
to 
the 
outstanding principal 
of its 
Loans and 
funded participations 
in L/C 
Obligations, accrued 
interest thereon, accrued fees 
and all other amounts 
payable to it hereunder 
and under the 
other Loan Documents (including any amounts under Section
4.5 as if the Loans owing to 
it were prepaid 
rather than assigned) 
from the assignee 
(to the extent 
of such outstanding 
principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 
(iii) 
in the case of any such assignment 
resulting from a claim for compensation 
under 
Section 4.4 
or 
payments 
required 
to 
be 
made 
pursuant 
to 
Section 4.1, 
such 
assignment will result in a reduction in such compensation or payments thereafter; 
 
(iv) 
such assignment does not conflict with applicable law; and 
 
(v) 
in 
the 
case 
of 
any 
assignment 
resulting 
from 
a 
Lender 
becoming 
a 
Non-Consenting 
Lender, 
the 
applicable 
assignee 
shall 
have 
consented 
to 
the 
applicable 
amendment, waiver or consent. 
A Lender shall not be 
required to make any such 
assignment or delegation if, prior 
thereto, 
as a 
result of 
a waiver 
by such 
Lender or 
otherwise, the 
circumstances entitling 
the Borrower 
to 
require such assignment and delegation cease to apply. 
Section 2.13. 
Defaulting Lenders. 
 
(a) 
Defaulting Lender Adjustments.
 
Notwithstanding anything to the contrary contained 
in 
this 
Agreement, 
if 
any 
Lender 
becomes 
a 
Defaulting 
Lender, 
then, 
until 
such 
time 
as 
such 
Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 
(i) 
Waivers 
and Amendments
. 
Such Defaulting 
Lender’s 
right to 
approve 
or 
disapprove 
any 
amendment, 
waiver 
or 
consent 
with 
respect 
to 
this 
Agreement 
shall 
be 
restricted as set forth in the definition of Required Lenders. 

 
(ii) 
Defaulting 
Lender 
Waterfall
. 
Any 
payment 
of 
principal, 
interest, 
fees 
or 
other 
amounts 
received 
by 
the 
Administrative 
Agent 
for 
the account 
of 
such 
Defaulting 
Lender (whether voluntary or 
mandatory, 
at maturity, 
pursuant to Section 9 or 
otherwise) 
or received 
by the 
Administrative Agent 
from a 
Defaulting Lender 
pursuant to 
Section 13.7 
hereto shall be 
applied at such 
time or times 
as may be 
determined by the 
Administrative 
Agent as follows: 
first
, to the 
payment of any 
amounts owing by 
such Defaulting Lender 
to the Administrative 
Agent hereunder; 
second
, to the 
payment on a 
pro rata basis 
of any 
amounts 
owing 
by 
such 
Defaulting 
Lender 
to 
any 
L/C 
Issuer 
or 
the 
Swingline 
Lender 
hereunder; 
third
, to Cash Collateralize the L/C Issuer’s 
Fronting Exposure with respect to 






-42-
such 
Defaulting 
Lender 
in 
accordance 
with 
Section 2.14; 
fourth
, 
as 
the 
Borrower 
may 
request (so long as no Default exists), to the funding of any Loan in respect of which such 
Defaulting Lender has 
failed to fund its 
portion thereof as required 
by this Agreement, as 
determined 
by 
the 
Administrative 
Agent; 
fifth
, 
if 
so 
determined 
by 
the 
Administrative 
Agent and the 
Borrower, to 
be held in 
a deposit account 
and released pro 
rata in 
order to 
(x) satisfy 
such 
Defaulting 
Lender’s 
potential 
future 
funding 
obligations 
with 
respect 
to 
Loans 
under this 
Agreement 
and 
(y) Cash 
Collateralize 
the L/C 
Issuer’s 
future 
Fronting 
Exposure with 
respect to 
such Defaulting 
Lender with 
respect to 
future Letters 
of Credit 
issued under this Agreement, 
in accordance with Section 2.14; 
sixth
, to the 
payment of any 
amounts owing 
to the 
Lenders, the 
L/C Issuer 
or the 
Swingline Lender 
as a 
result of 
any 
judgment of 
a court 
of competent 
jurisdiction obtained 
by any 
Lender, 
the L/C 
Issuer or 
the 
Swingline 
Lender 
against 
such 
Defaulting 
Lender 
as 
a 
result 
of 
such 
Defaulting 
Lender’s 
breach 
of 
its 
obligations 
under 
this 
Agreement; 
seventh
, 
so 
long as 
no 
Default 
exists, to the 
payment of any 
amounts owing to 
the Borrower as 
a result of 
any judgment 
of 
a 
court 
of 
competent 
jurisdiction 
obtained 
by 
the 
Borrower 
against 
such 
Defaulting 
Lender 
as 
a 
result 
of 
such 
Defaulting 
Lender’s 
breach 
of 
its 
obligations 
under 
this 
Agreement; and 
eighth
, to 
such Defaulting 
Lender or 
as otherwise 
directed by 
a court 
of 
competent 
jurisdiction; 
provided
 
that 
if 
(x) 
such 
payment 
is 
a 
payment 
of 
the 
principal 
amount of any 
Loans or L/C 
Obligations in 
respect of 
which such Defaulting 
Lender has 
not fully funded its appropriate share, and (y) such Loans were made or the 
related Letters 
of Credit were issued 
at a time when 
the conditions set forth 
in Section 7.1 were satisfied 
or waived, such payment shall be 
applied solely to pay the Loans of, 
and L/C Obligations 
owed 
to, 
all 
Non-Defaulting 
Lenders 
on 
a 
pro 
rata 
basis 
prior 
to 
being 
applied 
to 
the 
payment of any 
Loans of, or 
L/C Obligations owed to, 
such Defaulting Lender 
until such 
time as 
all Loans 
and funded 
and unfunded 
participations in 
L/C Obligations 
and Swingline 
Loans are held by 
the Lenders pro rata 
in accordance with their 
Percentages of the relevant 
Commitments 
without 
giving 
effect 
to 
Section 2.13(a)(iv) 
below. 
Any 
payments, 
prepayments or other amounts 
paid or payable to a 
Defaulting Lender that are applied 
(or 
held) to pay 
amounts owed by 
a Defaulting Lender or 
to post Cash 
Collateral pursuant to 
this Section 2.13(a)(ii) shall be deemed paid to 
and redirected by such Defaulting Lender, 
and each Lender irrevocably consents hereto. 
 
(iii) 
Certain Fees
. 

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

 
(B) 
Each Defaulting 
Lender shall 
be entitled 
to receive 
L/C Participation 
Fees for 
any period 
during which 
that Lender 
is a 
Defaulting Lender 
only to 
the 
extent allocable to 
its Percentage of 
the stated 
amount of 
Letters of 
Credit for 
which 
it has provided Cash Collateral pursuant to Section 2.14. 
 
(C) 
With respect to any L/C Participation Fee not required to be paid to 
any Defaulting Lender pursuant to 
clause (B) above, the Borrower shall (x) pay 
to 






-43-
each Non-Defaulting Lender that 
portion of any 
such fee otherwise payable 
to such 
Defaulting 
Lender 
with 
respect 
to 
such 
Defaulting 
Lender’s 
participation 
in 
L/C Obligations 
or 
Swingline 
Loans 
that 
has 
been 
reallocated 
to 
such 
Non-Defaulting Lender 
pursuant to 
clause (iv) below, 
(y) pay 
to each 
L/C Issuer 
and Swingline Lender, as applicable, 
the amount of any 
such fee otherwise payable 
to such Defaulting Lender to the extent 
allocable to such L/C Issuer’s or Swingline 
Lender’s Fronting 
Exposure to such 
Defaulting Lender, 
and (z) not 
be required to 
pay the remaining amount of any such fee.
 
(iv) 
Reallocation 
of 
Participations 
to 
Reduce 
Fronting 
Exposure
. 
All 
or 
any 
part 
of 
such 
Defaulting 
Lender’s 
participation 
in 
L/C 
Obligations 
and 
Swingline 
Loans 
shall be reallocated 
among the Non-Defaulting 
Lenders in accordance 
with their respective 
Percentages 
of 
the 
relevant 
Commitments 
(calculated 
without 
regard 
to 
such 
Defaulting 
Lender’s 
Commitments) 
but 
only 
to 
the 
extent 
that 
(x) 
the 
conditions 
set 
forth 
in 
Section 7.1 
are 
satisfied at 
the 
time of 
such 
reallocation 
(and, unless 
the Borrower 
shall 
have 
otherwise 
notified 
the 
Administrative 
Agent 
at 
such 
time, 
the 
Borrower 
shall 
be 
deemed to have represented and warranted that such conditions are satisfied at such time), 
and (y) 
such reallocation 
does not 
cause 
the aggregate 
Revolving Loans 
and interests 
in 
L/C 
Obligations 
and 
Swingline 
Loans 
of 
any 
Non-Defaulting 
Lender 
to 
exceed 
such 
Non-Defaulting 
Lender’s 
Revolving 
Credit 
Commitment. 
Subject 
to 
Section 13.21, 
no 
reallocation 
hereunder 
shall 
constitute 
a 
waiver 
or 
release 
of 
any 
claim 
of 
any 
party 
hereunder 
against 
a 
Defaulting 
Lender 
arising 
from 
that 
Lender 
having 
become 
a 
Defaulting 
Lender, 
including 
any 
claim 
of 
a 
Non-Defaulting 
Lender 
as 
a 
result 
of 
such 
Non-Defaulting Lender’s increased exposure following such reallocation. 
 
(v) 
Cash 
Collateral; 
Repayment 
of 
Swingline 
Loans
. 
If 
the 
reallocation 
described in clause 
(iv) above cannot, 
or can only 
partially, be effected, the Borrower 
shall, 
without prejudice 
to any 
right or 
remedy available 
to them 
hereunder or 
under law, (x) first, 
prepay Swingline Loans in an amount equal to the 
Swing Lender’s Fronting Exposure and 
(y) second, Cash Collateralize 
the L/C Issuer’s 
Fronting Exposure in accordance 
with the 
procedures set forth in Section 2.14. 
 
(b) 
Defaulting Lender 
Cure
. 
If the 
Borrower, 
the Administrative 
Agent, the 
Swingline 
Lender and 
each L/C 
Issuer agree 
in writing 
that a 
Lender is 
no longer 
a Defaulting 
Lender, 
the 
Administrative Agent will 
so notify the 
parties hereto, whereupon 
as of the 
effective date specified 
in such 
notice and 
subject to 
any conditions 
set forth 
therein (which 
may include 
arrangements 
with respect to any Cash 
Collateral), that Lender will, 
to the extent applicable, purchase 
at par that 
portion of outstanding Loans of the other 
Lenders or take such other actions as the 
Administrative 
Agent may determine to be necessary to 
cause the Loans and funded and unfunded 
participations 
in Letters 
of Credit 
and Swingline 
Loans to 
be held 
pro rata 
by the 
Lenders in 
accordance with 
their 
respective 
Percentages 
of 
the 
relevant 
Commitments 
(without 
giving 
effect 
to 
Section 2.13(a)(iv)), whereupon such 
Lender will cease 
to be a 
Defaulting Lender; 
provided
 
that 
no adjustments will be made retroactively 
with respect to fees accrued or 
payments made by or on 
behalf 
of 
the 
Borrower 
while 
that 
Lender 
was 
a 
Defaulting 
Lender; 
and 
provided
, 
further
, 
that 
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from 






-44-
Defaulting Lender 
to Lender 
will constitute 
a waiver 
or release 
of any 
claim of 
any party 
hereunder 
arising from that Lender’s having been a Defaulting Lender. 
 
(c) 
New 
Swingline 
Loans/Letters 
of 
Credit
. 
So 
long 
as 
any 
Lender 
is 
a 
Defaulting 
Lender, 
(i) the Swingline 
Lender shall 
not be 
required to 
fund any 
Swingline 
Loans unless 
it is 
satisfied 
that 
it 
will 
have 
no 
Fronting 
Exposure 
after 
giving 
effect 
to 
such 
Swingline 
Loan 
and 
(ii) no L/C Issuer shall be required 
to issue, extend, renew or increase 
any Letter of Credit unless 
it is satisfied that it will have no Fronting Exposure after giving effect thereto.
Section 2.14. 
Cash Collateral for 
Fronting Exposure. 

At any time 
that there shall 
exist a 
Defaulting 
Lender, 
within 
one (1) 
Business 
Day 
following 
the 
written 
request 
of 
the 
Administrative Agent or 
any L/C Issuer 
(with a copy 
to the Administrative 
Agent) the Borrower 
shall Cash 
Collateralize the 
L/C Issuers’ 
Fronting Exposure 
with respect 
to such 
Defaulting Lender 
(determined after 
giving effect 
to Section 
2.13(a)(iv) and 
any Cash 
Collateral provided 
by such 
Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
 
(a) 
Grant 
of 
Security 
Interest
. 
The 
Borrower, 
and 
to 
the 
extent 
provided 
by 
any 
Defaulting 
Lender, 
such 
Defaulting 
Lender, 
hereby 
grants 
to 
the 
Administrative 
Agent, 
for 
the 
benefit of the L/C 
Issuers, and agree to 
maintain, a first priority 
security interest in all 
such Cash 
Collateral as security 
for such Defaulting 
Lender’s obligation 
to fund participations 
in respect of 
L/C 
Obligations, 
to 
be 
applied 
pursuant 
to 
clause (b) 
below. 
If 
at 
any 
time 
the 
Administrative 
Agent determines that Cash Collateral is subject to any 
right or claim of any Person other than the 
Administrative Agent and 
the L/C Issuers 
as herein provided, 
or that the 
total amount of 
such Cash 
Collateral is 
less than 
the Minimum 
Collateral Amount, 
the Borrower 
shall, promptly 
upon demand 
by 
the 
Administrative 
Agent, 
pay 
or 
provide 
to 
the 
Administrative 
Agent 
additional 
Cash 
Collateral 
in 
an 
amount 
sufficient 
to 
eliminate 
such 
deficiency 
(after 
giving 
effect 
to 
any 
Cash 
Collateral provided by the Defaulting Lender). 
 
(b) 
Application
. 
Notwithstanding anything to the contrary contained in 
this Agreement, 
Cash 
Collateral 
provided 
under 
this 
Section 2.14 
or 
Section 2.13 
in 
respect 
of 
Letters 
of 
Credit 
shall be applied 
to the satisfaction 
of the Defaulting Lender’s 
obligation to fund 
participations in 
respect of L/C Obligations (including, as to Cash Collateral provided by a 
Defaulting Lender, any 
interest accrued 
on such 
obligation) for 
which the 
Cash Collateral 
was so 
provided, prior 
to any 
other application of such property as may otherwise be provided for herein. 
 
(c) 
Termination 
of 
Requirement
. 
Cash 
Collateral 
(or 
the 
appropriate 
portion 
thereof) 
provided to 
reduce any 
L/C Issuer’s 
Fronting Exposure 
shall no longer 
be required 
to be held 
as 
Cash 
Collateral 
pursuant 
to 
this 
Section 2.14(c) 
following 
(A) the 
elimination 
of 
the 
applicable 
Fronting 
Exposure 
(including 
by 
the 
termination 
of 
Defaulting 
Lender 
status 
of 
the 
applicable 
Lender), or 
(B) the determination 
by the 
Administrative Agent 
and each 
L/C Issuer 
that there 
exists 
excess 
Cash 
Collateral; 
provided
 
that, 
subject 
to 
Section 2.14, 
the 
Person 
providing 
Cash 
Collateral 
and 
each 
L/C 
Issuer 
may 
agree 
that 
Cash 
Collateral 
shall 
be 
held 
to 
support 
future 
anticipated 
Fronting 
Exposure 
or 
other 
obligations; 
and 
provided 
further 
that 
to 
the 
extent 
that 
such Cash Collateral was provided by 
the Borrower or any other Loan Party, such Cash Collateral 
shall remain subject to the security interest granted pursuant to the Loan Documents. 






-45-
Section 2.15. 
Increase 
in 
Revolving 
Credit 
Commitments; 
Making 
of 
Incremental 
Term 
Loans. 

The Borrower may, on any Business Day prior to the Revolving Credit Termination Date, 
with the 
written consent 
of the 
Administrative Agent, 
the L/C 
Issuer, 
and the 
Swingline Lender, 
increase the aggregate amount of 
the Revolving Credit Commitments and/or borrow 
one or more 
term loans 
(collectively, 
the “
Incremental 
Term 
Loans
”), in 
each case, 
by delivering 
an Increase 
Request substantially in the form attached hereto as Exhibit I (or in such other form acceptable to 
the Administrative Agent) to the Administrative Agent at least five (5) Business Days prior to the 
desired effective 
date of 
such increase 
(the 
“Increase”
) identifying 
an additional 
Lender, 
which 
qualifies as an Eligible Assignee (or additional Revolving Credit 
Commitments or a commitment 
to make Incremental Term 
Loans for an existing 
Lender) and the amount 
of its Revolving Credit 
Commitment 
or 
Incremental 
Term 
Loan 
(or, 
for 
an 
existing 
Lender, 
the 
amount 
of 
additional 
Revolving 
Credit 
Commitments 
or 
the 
amount 
of 
a 
commitment 
to 
make 
Incremental 
Term 
Loans); 
provided, however
, that:
 
(a) 
the aggregate 
amount of 
all such 
Increases shall 
not exceed 
$200,000,000 
and 
any 
such 
Increase 
shall 
be 
in 
an 
amount 
not 
less 
than 
$10,000,000 
(or 
such 
lesser 
amount then agreed to by the Administrative Agent); 
 
(b) 
no Default shall have occurred and be continuing 
at the time of the request 
or the effective date of 
the Increase and after 
giving pro forma effect to 
the use of proceeds 
thereof; and 
 
(c) 
each of the 
representations and warranties 
set forth in 
Section 6 and 
in the 
other Loan Documents shall be 
and remain true and correct 
in all material respects on 
the 
effective date of such Increase (where not 
already qualified by materiality, otherwise in all 
respects), except 
to the 
extent the 
same expressly 
relate to 
an earlier 
date, in 
which case 
they 
shall 
be 
true 
and 
correct 
in 
all 
material 
respects 
(where 
not 
already 
qualified 
by 
materiality, otherwise in all respects)
as of such earlier date. 
The effective 
date (the 
“Increase Date”
) of the 
Increase shall be 
agreed upon by 
the Borrowers, 
the 
Administrative 
Agent 
and 
the 
Lender(s) 
providing 
such 
Increase. 
Upon 
the 
Increase 
Date, 
Schedule 2.1/2.2 shall be deemed amended to 
reflect the Increase. 
With respect to an Increase in 
the Revolving Credit Commitments as described above, on 
the Increase Date, the new Revolving 
Lender(s) (or, 
if applicable, existing 
Lender(s)) shall advance 
Revolving Loans, as 
applicable, in 
an amount sufficient such 
that after giving effect 
to such advance(s) or 
loan(s) and the prepayment 
of Revolving Loans by any 
Lender(s) whose commitment is not 
increased, each Lender shall have 
outstanding 
its 
Revolver 
Percentage 
of 
Revolving 
Loans. 
It 
shall 
be 
a 
condition 
to 
such 
effectiveness that 
(A) if any 
Eurodollar Loans 
are outstanding 
on the 
date of 
such effectiveness, 
such Eurodollar Loans shall be deemed 
to be prepaid on such date 
and the Borrower shall pay any 
amounts 
owing 
to 
the 
Lenders 
pursuant 
to 
Section 4.5 
and 
(B) the 
Borrower 
shall 
not 
have 
terminated 
any 
portion 
of 
the 
Revolving 
Credit 
Commitments 
pursuant 
to 
Section 2.11. 
The 
Borrower agrees to pay 
the expenses of the 
Administrative Agent (including reasonable 
attorney’s 
fees) relating 
to any 
Increase. 
Notwithstanding anything 
herein to 
the contrary, 
no Lender 
shall 
have 
any 
obligation 
to 
increase 
its 
Revolving 
Credit 
Commitment 
or 
to 
make 
any 
Incremental 
Term Loan and no Lender’s Revolving Credit Commitment shall be increased without its consent 






-46-
thereto, and each Lender may at 
its option, unconditionally and without cause, 
decline to provide 
any Increase. 
Each Revolving 
Credit Increase 
shall be 
on the 
same terms 
(including pricing 
and maturity, 
but 
excluding 
customary 
arrangement, 
commitment, 
structuring 
and 
underwriting 
fees, 
and 
amendment fees 
not generally 
shared with 
other Lenders 
with respect 
to such 
Revolving Credit 
Increase) 
as 
the 
Revolving 
Credit 
Commitments 
outstanding 
prior 
to 
the 
Increase 
Date. 
Each 
Incremental Term Loan shall be on terms and conditions specified 
in an Incremental Amendment. 
Commitments 
in 
respect 
of 
Incremental 
Term 
Loans 
and 
increases 
in 
the 
Revolving 
Credit 
Commitment 
shall 
become commitments 
(or 
in the 
case 
of an 
increase in 
the Revolving 
Credit 
Commitment 
to 
be 
provided 
by 
an 
existing 
Lender, 
an 
increase 
in 
such 
Lender’s 
applicable 
Revolving Credit 
Commitment) under 
this Agreement 
pursuant to 
an amendment 
(an 
“Incremental 
Amendment”
) to this Agreement and, 
as appropriate, the other Loan 
Documents, executed by the 
Borrowers, each existing 
Lender agreeing to 
provide such Increase, 
if any, each additional Lender, 
if any, 
and the Administrative 
Agent. 
The Incremental Amendment 
may, 
without the consent 
of 
any other Lenders, 
effect such 
amendments to this 
Agreement and the 
other Loan Documents 
as 
may be 
necessary or 
appropriate, in 
the reasonable 
opinion of 
the Administrative 
Agent and 
the 
Borrowers, to effect the provisions of this Section 2.15. 
 
Section 2.16. 
Extension 
Option. 

(a) The 
Borrower 
may, 
by 
written 
notice 
to 
the 
Administrative 
Agent 
from 
time 
to 
time, 
request 
an 
extension 
(each, 
an 
“
Extension
”) 
of 
the 
Revolving 
Credit 
Termination 
Date 
and/or, 
if 
applicable, 
any 
maturity 
date 
applicable 
to 
any 
Incremental Term Loan to the extended maturity date specified in such request. 
Such notice shall 
set forth (i) the amount of the 
Revolving Credit Commitments and/or Incremental Term 
Loans to 
be 
extended 
(which 
shall 
be 
in 
minimum 
increments 
of 
$5,000,000 
and 
a 
minimum 
of 
$10,000,000) and 
(ii) the 
date on 
which such 
Extension is 
requested to 
become effective 
(which 
date shall not be less 
than ten (10) Business Days 
nor more than sixty (60) 
days after after the date 
of such requested 
Extension (or such 
longer or shorter 
periods as the 
Administrative Agent shall 
agree). 
Each Lender shall be offered (an 
“
Extension Offer
”) an opportunity to participate in such 
Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant 
to procedures established by, or reasonably acceptable to, the Administrative Agent. 
Any Lender 
approached 
to 
participate 
in 
such 
Extension 
may 
elect 
or 
decline, 
in 
its 
sole 
discretion, 
to 
participate 
in 
such 
Extension 
(it 
being 
understood 
that 
if 
a 
Lender 
shall 
fail 
to 
respond 
to 
any 
request for participation in an Extension within five (5) Business Days of receipt of the Extension 
Offer, 
such 
Lender 
shall 
be 
deemed 
to 
have 
declined 
to 
participate 
in 
such 
Extension). 
If 
the 
aggregate 
principal 
amount 
of 
Revolving 
Credit 
Commitments 
or 
Incremental 
Term 
Loans, 
(calculated 
on 
the 
face 
amount 
thereof), 
as 
applicable, 
in 
respect 
of 
which 
Lenders 
shall 
have 
accepted the relevant 
Extension Offer 
shall exceed 
the maximum aggregate 
principal amount of 
the 
Revolving 
Credit 
Commitment 
or 
Incremental 
Term 
Loan, 
as 
applicable, 
requested 
to 
be 
extended 
by 
the 
Borrower 
pursuant 
to 
the 
Extension 
Offer, 
then 
the 
Revolving 
Credit 
Commitments or Incremental Term 
Loans, as applicable of the Lenders 
shall be extended ratably 
up to such maximum amount 
based on the respective principal 
amounts (but not to exceed 
actual 
holdings of record) with respect to which such Lenders have accepted such Extension Offer. 






-47-
 
(b) 
It 
shall be 
a condition 
precedent to 
the effectiveness 
of any 
Extension 
that: 
(i) 
no 
Default shall have occurred and 
be continuing immediately prior to 
and immediately after giving 
effect 
to such 
Extension, (ii) 
the representations 
and warranties 
of the 
Borrower and 
each other 
Loan Party 
contained in 
Section 6 
or any 
other Loan 
Document, 
or which 
are contained 
in any 
document furnished 
at any 
time under 
or in 
connection herewith 
or therewith, 
shall be 
true and 
correct in all material 
respects (and in all 
respects if any such 
representation or warranty is 
already 
qualified 
by 
materiality 
or 
reference 
to 
Material 
Adverse 
Effect) 
on 
and 
as 
of 
the 
date 
of 
such 
Extension, 
except 
to 
the 
extent 
that 
such 
representations 
and 
warranties 
specifically 
refer 
to 
an 
earlier date, 
in which case, 
they shall 
be true and 
correct in all 
material respects (and 
in all respects 
if any such representation 
or warranty is already 
qualified by materiality or 
reference to Material 
Adverse Effect) 
as of 
such earlier 
date, (iii) 
the L/C 
Issuer and 
the Swingline 
Lender shall 
have 
consented to any Extension of the Revolving Credit Commitments if such Extension provides 
for 
the issuance of 
Letters of Credit 
or the making 
of Swingline Loans 
at any time 
during the extended 
period, and (iv) the terms of such Extension shall comply with Section 2.16(c). 
 
(c) 
The terms of each Extension shall be determined by the Borrower 
and the applicable 
extending Lenders and be set forth in an 
Additional Credit Extension Amendment, provided, that 
(i) the 
final maturity 
date of 
any Extended 
Revolving Credit 
Commitment or 
Extended Incremental 
Term 
Loan shall 
be no 
earlier than 
the Revolving 
Credit Termination 
Date or 
the maturity 
date 
applicable to 
the existing 
Incremental Term Loans, 
(ii)(A) there shall 
be no 
scheduled amortization 
of 
the 
Extended 
Revolving 
Credit 
Commitments 
and 
(B) 
the 
scheduled 
amortization 
of 
the 
Extended 
Incremental 
Term 
Loans 
shall 
be 
as 
agreed 
among 
the 
Borrower 
and 
the 
Lenders 
providing such Extended Incremental 
Term Loans, (iii)(A) the Extended Revolving Loans 
and the 
Extended 
Incremental Term 
Loans will 
rank pari 
passu in 
right of 
payment with 
the Revolving 
Loans and the Incremental 
Term 
Loans being extended, and 
(B) the borrower and 
the guarantors 
of 
the 
Extended 
Revolving 
Credit 
Commitments 
or 
the 
Extended 
Incremental 
Term 
Loans, 
as 
applicable, 
shall 
be 
the 
Borrower 
and 
the 
Guarantors, 
(iv) the 
interest 
rate 
margins 
and 
fees 
applicable to any 
Extended Revolving Credit 
Commitments (and the 
Extended Revolving Loans 
thereunder) 
and 
Extended 
Incremental 
Loans 
shall 
be 
determined 
by 
the 
Borrower 
and 
the 
applicable extending 
Lenders, and 
(v) to 
the extent 
the terms 
of the 
Extended Revolving 
Credit 
Commitments or 
Extended Incremental 
Term Loans are 
inconsistent with 
the terms 
set forth 
herein 
(except as set 
forth in clauses 
(i) through (iv) 
above), such terms 
shall be reasonably 
satisfactory 
to the Administrative Agent. 
 
(d) 
In connection with any Extension, the Borrower, the Administrative 
Agent and each 
applicable extending Lender shall 
execute and deliver to 
the Administrative Agent an 
Additional 
Credit 
Extension 
Amendment 
and 
such 
other 
documentation 
as 
the 
Administrative 
Agent 
shall 
reasonably 
specify 
to 
evidence 
the Extension. 
The Administrative 
Agent shall 
promptly 
notify 
each 
Lender 
as 
to 
the 
effectiveness 
of 
each 
Extension. 
Notwithstanding 
anything 
herein 
to 
the 
contrary, 
any 
Additional 
Credit 
Extension 
Amendment 
may, 
without 
the 
consent 
of 
any 
other 
Lender, 
effect 
such 
amendment 
to 
this 
Agreement 
and 
the 
other 
Loan 
Documents 
as 
may 
be 
necessary or appropriate (but only to 
such extent), in the reasonable opinion of 
the Administrative 
Agent 
and 
the 
Borrower, 
to 
implement 
the 
terms 
of 
any 
such 
Extension 
Offer, 
including 
any 
amendments 
necessary 
to 
establish 
Extended 
Revolving 
Credit 
Commitments 
or 
Extended 
Incremental Term Loans as a 
new tranche of 
Revolving Credit Commitments 
or Incremental Term 
Loan, as applicable, 
and such other 
technical amendments as 
may be necessary 
or appropriate in 






-48-
the 
reasonable 
opinion 
of 
the 
Administrative 
Agent 
and 
the 
Borrower 
in 
connection 
with 
the 
establishment of 
such new 
tranche (including 
to preserve 
the pro 
rata treatment 
of the 
extended 
and 
non-extended 
tranches 
and 
to 
provide 
for 
the 
reallocation 
of 
any 
L/C 
Obligations 
or 
obligations under Swingline Loans 
upon the expiration or 
termination of the commitments 
under 
any tranche), in each case on terms consistent with this Section 2.16. 
 
(e) 
This Section 2.16 shall supersede any provisions of Section 13.3 to the contrary. 
S
ECTION
 
3. 
F
EES
. 
Section 3.1. 
Fees. 
 
(a) 
Revolving 
Credit 
Commitment 
Fee
. 
The 
Borrower 
shall 
pay to 
the 
Administrative 
Agent 
for 
the 
ratable 
account 
of 
the 
Lenders 
in 
accordance 
with 
their 
Revolver 
Percentages 
a 
commitment fee at the rate per annum 
equal to the Applicable Margin (computed on 
the basis of a 
year 
of 
360 days 
and 
the 
actual 
number 
of 
days 
elapsed) 
times 
the 
daily 
amount 
by 
which 
the 
aggregate Revolving Credit Commitments exceeds 
the principal amount of Revolving 
Loans and 
L/C Obligations then outstanding. 
For the avoidance of doubt, the principal amount of Swingline 
Loans shall not be 
counted towards or considered 
usage of the Revolving 
Credit Commitments for 
purposes of 
this Section. 
Such commitment 
fee shall 
be payable 
quarterly in 
arrears on 
the last 
day of each 
March, June, September, 
and December 
in each year 
(commencing on the 
first such 
date occurring after 
the Closing Date) 
and on the 
Revolving Credit Termination 
Date, unless the 
Revolving 
Credit 
Commitments 
are 
terminated 
in 
whole 
on 
an 
earlier 
date, 
in 
which 
event 
the 
commitment fee for 
the period to 
the date of 
such termination in 
whole shall be 
paid on the 
date 
of such termination. 
 
(b) 
Letter of Credit Fees.
 
On the date 
of issuance or 
extension, or increase 
in the amount, 
of any Letter 
of Credit pursuant 
to Section 1.3, the 
Borrower shall pay 
to the L/C Issuer 
for its own 
account a fronting fee 
equal to 0.125% of 
the face amount of 
(or of the increase 
in the face amount 
of) such 
Letter of 
Credit. 
Quarterly in 
arrears, on 
the last 
day of 
each March, 
June, September, 
and December, commencing on the first such date occurring after the Closing Date, the Borrower 
shall pay 
to the 
Administrative Agent, 
for the 
ratable benefit 
of the 
Lenders in 
accordance with 
their Revolver Percentages, a 
letter of credit fee (the 
“L/C Participation Fee”
) at a rate 
per annum 
equal to 
the Applicable 
Margin (computed on 
the basis 
of a 
year of 
360 days and 
the actual 
number 
of days elapsed) in 
effect during each day of 
such quarter applied to 
the daily average face 
amount 
of Letters 
of Credit 
outstanding during 
such quarter. 
In addition, 
the Borrower 
shall pay 
to the 
L/C Issuer 
for 
its 
own 
account 
the 
L/C Issuer’s 
standard 
issuance, 
drawing, 
negotiation, 
amendment, assignment, and other 
administrative fees for each Letter 
of Credit as established by 
the L/C Issuer from time to time. 

 
(c) 
Administrative Agent Fees
. 
The Borrower shall pay to the Administrative Agent, for 
its own use and benefit, the fees agreed to between the Administrative Agent and the Borrower in 
a letter dated as of the date hereof, or as otherwise agreed to in writing between them. 






-49-
S
ECTION
 
4. 
T
AXES
;
C
HANGE IN 
C
IRCUMSTANCES
,
I
NCREASED 
C
OSTS
,
 
AND 
F
UNDING 
I
NDEMNITY
 
Section 4.1. 
Taxes 
. 
 
(a) 
Certain Defined Terms. 

For purposes of 
this Section, the 
term “Lender” includes 
any 
L/C Issuer and the term “applicable law” includes FATCA. 
 
(b) 
Payments Free 
of Taxes. 

Any and 
all payments 
by or 
on account 
of any 
obligation 
of any Loan Party under any Loan Document shall be made without deduction or withholding for 
any Taxes, except as required by applicable law. 
If any applicable law (as determined in 
the good 
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any 
Tax from any such payment by a 
Withholding Agent, then the 
applicable Withholding Agent shall 
be entitled to make 
such deduction or withholding 
and shall timely pay 
the full amount deducted 
or withheld to 
the relevant Governmental Authority 
in accordance with applicable 
law and, if 
such 
Tax 
is an Indemnified Tax, 
then the sum payable by 
the applicable Loan Party 
shall be increased 
as necessary so 
that after such 
deduction or withholding 
has been made 
(including such 
deductions 
and 
withholdings 
applicable 
to 
additional 
sums 
payable 
under 
this 
Section) 
the 
applicable 
Recipient receives 
an amount 
equal to 
the sum 
it would 
have received 
had no 
such deduction 
or 
withholding been made. 
 
(c) 
Payment of 
Other Taxes 
by the 
Loan Parties. 

The Loan 
Parties shall 
timely pay 
to 
the 
relevant 
Governmental 
Authority in 
accordance 
with 
applicable 
law, 
or 
at 
the 
option 
of 
the 
Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 
(d) 
Indemnification 
by 
the 
Loan 
Parties. 

The 
Loan 
Parties 
shall 
jointly 
and 
severally 
indemnify each Recipient, 
within thirty (30) days 
after demand therefor, for 
the full amount 
of any 
Indemnified Taxes (including 
Indemnified Taxes imposed 
or asserted 
on or 
attributable to 
amounts 
payable 
under 
this 
Section) 
payable 
or 
paid 
by 
such 
Recipient 
or 
required 
to 
be 
withheld 
or 
deducted from a 
payment to such 
Recipient and any 
reasonable expenses arising 
therefrom or with 
respect 
thereto, 
whether 
or 
not 
such 
Indemnified 
Taxes 
were 
correctly 
or 
legally 
imposed 
or 
asserted by the relevant Governmental Authority. 
A certificate as to the amount of such payment 
or liability delivered to 
the Borrower by a 
Lender (with a copy 
to the Administrative Agent), 
or by 
the Administrative 
Agent on 
its own 
behalf or 
on behalf 
of a 
Lender, 
shall be 
conclusive absent 
manifest error. 
 
(e) 
Indemnification 
by 
the 
Lenders. 

Each 
Lender 
shall 
severally 
indemnify 
the 
Administrative Agent, 
within ten (10) 
days after 
demand therefor, 
for (i) any 
Indemnified Taxes 
or 
Other 
Taxes 
attributable 
to 
such 
Lender 
(but 
only 
to 
the 
extent 
that 
any 
Loan 
Party 
has 
not 
already 
indemnified 
the 
Administrative 
Agent 
for 
such 
Indemnified 
Taxes 
or 
Other 
Taxes 
and 
without 
limiting the 
obligation 
of the 
Loan Parties 
to do 
so), (ii) 
any Taxes 
attributable to 
such 
Lender’s failure to comply with the provisions of Section 13.2(d) relating to the maintenance of a 
Participant Register and 
(iii) any Excluded 
Taxes attributable to such Lender, in 
each case, that 
are 
payable 
or 
paid 
by 
the 
Administrative 
Agent 
in 
connection 
with 
any 
Loan 
Document, 
and 
any 
reasonable 
expenses 
arising 
therefrom 
or 
with 
respect 
thereto, 
whether 
or 
not 
such 
Taxes 
were 
correctly or legally imposed or asserted by the relevant Governmental Authority. 
A certificate as 






-50-
to the 
amount of 
such payment 
or liability 
delivered to 
any Lender 
by the 
Administrative Agent 
shall 
be 
conclusive 
absent 
manifest 
error. 
Each 
Lender 
hereby 
authorizes 
the 
Administrative 
Agent to set off and apply any and all 
amounts at any time owing to such Lender under any Loan 
Document or otherwise payable by the Administrative Agent to the Lender from any other source 
against any amount due to the Administrative Agent under this subsection (e). 
 
(f) 
Evidence 
of 
Payments. 
As 
soon 
as 
practicable 
after 
any 
payment 
of 
Taxes 
by 
any 
Loan Party to a Governmental Authority pursuant to this Section, such Loan Party shall deliver 
to 
the Administrative Agent the 
original or a certified 
copy of a receipt 
issued by such Governmental 
Authority evidencing such 
payment, a copy 
of the return 
reporting such payment 
or other evidence 
of such payment reasonably satisfactory to the Administrative Agent. 
 
(g) 
Status of Lenders. 

(i) Any Lender that is entitled to 
an exemption from or reduction 
of withholding Tax 
with respect to payments made under any Loan Document shall deliver to the 
Borrower and 
the Administrative 
Agent, at 
the time 
or times 
reasonably requested 
by the 
Borrower 
or 
the 
Administrative 
Agent, 
such 
properly 
completed 
and 
executed 
documentation 
reasonably 
requested by the Borrower 
or the Administrative Agent as 
will permit such payments 
to be made 
without withholding 
or at 
a reduced 
rate of 
withholding. 
In addition, 
any Lender, 
if reasonably 
requested by 
the Borrower 
or the 
Administrative Agent, 
shall deliver 
such other 
documentation 
prescribed by applicable 
law or reasonably 
requested by the 
Borrower or 
the Administrative Agent 
as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 
is subject 
to backup 
withholding or 
information reporting 
requirements. 
Notwithstanding anything 
to the contrary in the preceding two 
sentences, the completion, execution and submission 
of such 
documentation (other 
than such 
documentation set 
forth in 
Section 4.1(g)(ii)(A), (ii)(B) 
and (ii)(D) 
below) shall not be required if 
in the Lender’s reasonable judgment such 
completion, execution or 
submission 
would 
subject 
such 
Lender 
to 
any 
material 
unreimbursed 
cost 
or 
expense 
or 
would 
materially prejudice the legal or commercial position of such Lender. 
 
(ii) 
Without limiting the generality of the foregoing, 

 
(A) 
any 
Lender 
that 
is 
a 
U.S. 
Person 
shall 
deliver 
to 
the 
Borrower 
and 
the 
Administrative Agent 
on or 
prior to 
the date 
on which 
such Lender 
becomes a 
Lender under 
this 
Agreement 
(and 
from 
time 
to 
time 
thereafter 
upon 
the 
reasonable 
request 
of 
the 
Borrower 
or 
the 
Administrative 
Agent), 
executed 
originals 
of 
IRS 
Form 
W-9 
certifying 
that such Lender is exempt from U.S. federal backup withholding tax; 
 
(B) 
any Foreign Lender shall, to the extent it is legally entitled to 
do so, deliver 
to 
the 
Borrower 
and 
the 
Administrative 
Agent 
(in 
such 
number 
of 
copies 
as 
shall 
be 
requested by the recipient) on or 
prior to the date on which such 
Foreign Lender becomes 
a 
Lender 
under 
this 
Agreement 
(and 
from 
time 
to 
time 
thereafter 
upon 
the 
reasonable 
request 
of 
the 
Borrower 
or 
the 
Administrative 
Agent), 
whichever 
of 
the 
following 
is 
applicable: 
 
(i) 
in the case 
of a Foreign 
Lender claiming the 
benefits of an 
income 
tax 
treaty 
to 
which 
the 
United 
States 
is 
a 
party 
(x) with 
respect 
to 
payments 
of 
interest 
under 
any 
Loan 
Document, 
executed 
originals 
of 
IRS 
Form 
W-8BEN 






-51-
establishing 
an 
exemption 
from, 
or 
reduction 
of, 
U.S. 
federal 
withholding 
Tax 
pursuant to the “interest” article of such 
tax treaty and (y) with respect to any 
other 
applicable payments under 
any Loan Document, 
IRS Form W-8BEN 
establishing 
an exemption 
from, or 
reduction of, 
U.S. federal 
withholding Tax 
pursuant to 
the 
“business profits” or “other income” article of such tax treaty; 
 
(ii) 
executed originals of IRS Form W-8ECI; 
 
(iii) 
in 
the 
case 
of 
a 
Foreign 
Lender 
claiming 
the 
benefits 
of 
the 
exemption for portfolio interest 
under Section 881(c) of 
the Code, (x) a certificate 
substantially in 
the form 
of Exhibit 
H-1 to 
the effect 
that such 
Foreign Lender 
is 
not a “bank” 
within the meaning 
of Section 881(c)(3)(A) 
of the Code, 
a “10 percent 
shareholder” 
of 
the 
Borrower 
within 
the 
meaning 
of 
Section 
881(c)(3)(B) 
of 
the 
Code, 
or 
a 
“controlled 
foreign 
corporation” 
described 
in 
Section 881(c)(3)(C) 
of 
the Code (a 
“U.S. Tax 
Compliance Certificate”
) and (y) executed originals of IRS 
Form W-8BEN; or 
 
(iv) 
to the extent a Foreign Lender is not the beneficial owner, executed 
originals 
of 
IRS 
Form 
W-8IMY, 
accompanied 
by 
IRS 
Form 
W-8ECI, 
IRS 
Form W-8BEN, 
a 
U.S. 
Tax 
Compliance 
Certificate 
substantially 
in 
the 
form 
of 
Exhibit H-2 or 
Exhibit H-3, 
IRS Form 
W-9, and/or 
other certification 
documents 
from each beneficial owner, 
as applicable; 
provided 
that if the Foreign Lender is a 
partnership and one or more 
direct or indirect partners of 
such Foreign Lender are 
claiming 
the 
portfolio 
interest 
exemption, 
such 
Foreign 
Lender 
may 
provide 
a 
U.S. Tax Compliance Certificate substantially in the form of 
Exhibit H-4 on behalf 
of each such direct and indirect partner; 
 
(C) 
any Foreign Lender shall, to the extent it is legally entitled to 
do so, deliver 
to 
the 
Borrower 
and 
the 
Administrative 
Agent 
(in 
such 
number 
of 
copies 
as 
shall 
be 
requested by the recipient) on or 
prior to the date on which such 
Foreign Lender becomes 
a 
Lender 
under 
this 
Agreement 
(and 
from 
time 
to 
time 
thereafter 
upon 
the 
reasonable 
request of the 
Borrower or the 
Administrative Agent), executed 
originals of any 
other form 
prescribed by applicable law as a basis 
for claiming exemption from or a reduction in 
U.S. 
federal 
withholding 
Tax, 
duly 
completed, 
together 
with 
such 
supplementary 
documentation 
as 
may 
be 
prescribed 
by 
applicable 
law 
to 
permit 
the 
Borrower 
or 
the 
Administrative Agent to determine the withholding or deduction required to be made; and 
 
(D) 
if a payment made to a Lender 
under any Loan Document would be 
subject 
to U.S. federal withholding Tax imposed by FATCA 
if such Lender were to fail 
to comply 
with 
the 
applicable 
reporting 
requirements 
of 
FATCA 
(including 
those 
contained 
in 
Section 1471(b) 
or 1472(b) 
of the 
Code, as 
applicable), 
such Lender 
shall 
deliver to 
the 
Borrower and the Administrative Agent at the time or times prescribed by law and at such 
time 
or 
times 
reasonably 
requested 
by 
the 
Borrower 
or 
the 
Administrative 
Agent 
such 
documentation 
prescribed 
by 
applicable 
law 
(including 
as 
prescribed 
by 
Section 1471(b)(3)(C)(i) 
of 
the 
Code) 
and 
such 
additional 
documentation 
reasonably 
requested 
by 
the 
Borrower 
or 
the 
Administrative 
Agent 
as 
may 
be 
necessary 
for 
the 






-52-
Borrower 
and the 
Administrative Agent 
to comply 
with their 
obligations under 
FATCA 
and 
to 
determine 
that 
such 
Lender 
has 
complied 
with 
such 
Lender’s 
obligations 
under 
FATCA 
or to determine 
the amount to 
deduct and withhold 
from such payment. 
Solely for 
purposes 
of 
this 
clause (D), 
“FATCA” 
shall 
include 
any 
amendments 
made 
to 
FATCA 
after the date of this Agreement. 
Each 
Lender 
agrees 
that 
if 
any 
form 
or 
certification 
it 
previously 
delivered 
expires 
or 
becomes obsolete 
or inaccurate 
in any 
respect, it 
shall update 
such form 
or certification 
or promptly 
notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 
 
(h) 
Treatment of Certain Refunds. 

If any 
party receives 
a refund 
of any 
Taxes as to which 
it has been indemnified pursuant 
to this Section (including by the 
payment of additional amounts 
pursuant to 
this Section), 
it shall 
pay to 
the indemnifying 
party an 
amount equal 
to such 
refund 
(but only to 
the extent of 
indemnity payments made 
under this Section 
with respect to 
the Taxes 
giving rise 
to such 
refund), net 
of all 
out-of-pocket expenses 
(including Taxes) of 
such indemnified 
party and 
without interest 
(other than 
any interest 
paid by 
the relevant 
Governmental Authority 
with respect 
to such 
refund). 
Such indemnifying 
party, upon the 
request of 
such indemnified 
party, 
shall repay 
to such 
indemnified party 
the amount 
paid over 
pursuant to 
this subsection (h) 
(plus 
any penalties, 
interest or 
other charges 
imposed by 
the relevant 
Governmental Authority) 
in the 
event that 
such indemnified 
party is 
required to 
repay such 
refund to 
such Governmental 
Authority. 

Notwithstanding anything 
to the 
contrary in 
this subsection (h), 
in no 
event will 
the indemnified 
party be required 
to pay any 
amount to an 
indemnifying party pursuant 
to this subsection (h) 
the 
payment of which 
would place the 
indemnified party in 
a less favorable 
net after-Tax position than 
the 
indemnified 
party 
would 
have 
been 
in 
if 
the 
Tax 
subject 
to 
indemnification 
had 
not 
been 
deducted, withheld or otherwise 
imposed and the indemnification 
payments or additional amounts 
giving rise to such 
refund had never been 
paid. 
This subsection shall not 
be construed to require 
any indemnified 
party to 
make available 
its Tax 
returns (or 
any other 
information relating 
to its 
Taxes that it deems confidential) to the indemnifying party or any other Person. 
 
(i) 
Survival. 

Each party’s obligations under this Section
shall survive the resignation or 
replacement of the Administrative Agent 
or any assignment of rights 
by, or 
the replacement of, a 
Lender, 
the termination 
of the 
Commitments and 
the repayment, 
satisfaction or 
discharge 
of all 
obligations under any Loan Document. 
Section 4.2. 
Change of Law. 
 
Notwithstanding any other provisions of this Agreement or 
any other Loan Document, if at any time any Change in Law makes it unlawful for any Lender to 
make or continue to maintain any Eurodollar 
Loans or to perform its obligations as 
contemplated 
hereby, 
such 
Lender 
shall 
promptly 
give 
notice 
thereof 
to 
the 
Borrower 
and 
such 
Lender’s 
obligations to make or 
maintain Eurodollar Loans under 
this Agreement shall be 
suspended until 
it is 
no longer 
unlawful for 
such Lender 
to make 
or maintain 
Eurodollar Loans. 
The Borrower 
shall prepay on demand the 
outstanding principal amount of any 
such affected Eurodollar Loans, 
together 
with 
all 
interest 
accrued 
thereon 
and 
all 
other 
amounts 
then 
due 
and 
payable 
to 
such 
Lender under this Agreement; 
provided, however,
 
subject to all of the terms 
and conditions of this 
Agreement, the Borrower 
may then elect 
to borrow 
the principal amount 
of the affected 
Eurodollar 
Loans from such Lender by means of Base Rate 
Loans from such Lender, which Base Rate Loans 
shall not be made ratably by the Lenders but only from such affected Lender.






-53-
Section 4.3. 
Unavailability 
of 
Deposits 
or 
Inability 
to 
Ascertain, 
or 
Inadequacy 
of, 
LIBOR
. 
(a) 
Reserved
. 
 
(b) 
Replacing 
USD 
LIBOR. 

On 
March 
5, 
2021 
the 
Financial 
Conduct 
Authority 
(
“FCA”
), 
the 
regulatory 
supervisor 
of 
USD 
LIBOR’s 
administrator 
(
“IBA”
), 
announced 
in 
a 
public 
statement 
the 
future 
cessation 
or 
loss 
of 
representativeness 
of 
overnight/Spot 
Next, 
1-
month, 3-month, 6-month and 
12- month USD 
LIBOR tenor settings. 
On the earlier of 
(i) the date 
that 
all 
Available 
Tenors 
of 
USD 
LIBOR 
have 
either 
permanently 
or 
indefinitely 
ceased 
to 
be 
provided by IBA or have been announced by the FCA pursuant to public statement or publication 
of information 
to be 
no longer 
representative and 
(ii) the 
Benchmark Replacement 
Date relating 
to 
an 
Early 
Opt-in 
Election, 
if 
the 
then-current 
Benchmark 
is 
USD 
LIBOR, 
the 
Benchmark 
Replacement 
will 
replace 
such 
Benchmark 
for 
all 
purposes 
hereunder 
and 
under 
any 
Loan 
Document in 
respect of 
any setting 
of such 
Benchmark on 
such day 
and all 
subsequent settings 
without any 
amendment to, 
or further 
action or 
consent of 
any other 
party to 
this Agreement 
or 
any 
other 
Loan 
Document. 
If 
the 
Benchmark 
Replacement 
is 
Daily 
Simple 
SOFR, 
all 
interest 
payments will be payable on a quarterly basis. 
(c) 
Effect of 
Benchmark Transition Event. 

(i) Notwithstanding 
anything to 
the contrary 
herein 
or 
in 
any 
other 
Loan 
Document, 
if 
a 
Benchmark 
Transition 
Event 
or 
an 
Early 
Opt
-
in 
Election, as 
applicable, and 
its related 
Benchmark Replacement 
Date have 
occurred prior 
to the 
Reference Time in respect 
of any setting of the then
-
current Benchmark, then (x) if a Benchmark 
Replacement is determined 
in accordance 
with clause (1) 
or (2) of 
the definition of 
“Benchmark 
Replacement” for such Benchmark 
Replacement Date, such Benchmark 
Replacement will replace 
such 
Benchmark 
for 
all 
purposes 
hereunder 
and 
under 
any 
Loan 
Document 
in 
respect 
of 
such 
Benchmark 
setting 
and 
subsequent 
Benchmark 
settings 
without 
any 
amendment 
to, 
or 
further 
action or consent 
of any other 
party to, this 
Agreement or any 
other Loan Document 
and (y) if a 
Benchmark 
Replacement 
is 
determined 
in 
accordance 
with 
clause 
(3) 
of 
the 
definition 
of 
“Benchmark 
Replacement” 
for 
such 
Benchmark 
Replacement 
Date, 
such 
Benchmark 
Replacement 
will 
replace 
such 
Benchmark 
for 
all 
purposes 
hereunder 
and 
under 
any 
Loan 
Document 
in 
respect 
of 
any 
Benchmark 
setting 
at 
or 
after 
5:00 
p.m. 
(Chicago 
time) 
on 
the 
5th 
Business 
Day after 
the date 
notice of 
such 
Benchmark 
Replacement is 
provided 
to the 
Lenders 
without any 
amendment to, 
or further 
action or 
consent of 
any other 
party to, 
this Agreement 
or 
any 
other 
Loan Document 
so long 
as 
the Administrative 
Agent has 
not received, 
by such 
time, 
written 
notice 
of 
objection 
to 
such 
Benchmark 
Replacement 
from 
Lenders 
comprising 
the 
Required Lenders. 
 
(ii) 
Notwithstanding 
anything 
to 
the 
contrary 
herein 
or 
in 
any 
other 
Loan 
Document and subject to 
the proviso below in 
this paragraph, if a 
Term 
SOFR Event and 
its 
related 
Benchmark 
Replacement 
Date 
have 
occurred 
prior 
to 
the 
Reference 
Time 
in 
respect 
of 
any 
setting 
of 
the 
then
-
current 
Benchmark, 
then 
the 
applicable 
Benchmark 
Replacement will replace the then
-
current Benchmark for all purposes hereunder or under 
any 
Loan 
Document 
in 
respect 
of 
such 
Benchmark 
setting 
and 
subsequent 
Benchmark 
settings, without any amendment to, or further action or consent of any other party to, this 
Agreement or 
any other 
Loan Document; 
provided
 
that, this 
clause (ii) 
shall not 
be effective 
unless 
the 
Administrative 
Agent 
has 
delivered 
to 
the 
Lenders 
and 
the 
Borrower 
a 
Term 
SOFR Notice. 






-54-
 
(iii) 
In connection 
with the 
implementation of 
a Benchmark 
Replacement, the 
Administrative 
Agent 
will 
have the 
right 
to make 
Benchmark Replacement 
Conforming 
Changes from time to time 
and, notwithstanding anything to the 
contrary herein or in any 
other 
Loan 
Document, 
any 
amendments 
implementing 
such 
Benchmark 
Replacement 
Conforming Changes 
will become 
effective without 
any further 
action or 
consent of 
any 
other party to this Agreement or any other Loan Document. 
 
(iv) 
The 
Administrative 
Agent 
will 
promptly 
notify 
the 
Borrower 
and 
the 
Lenders 
of 
(A) any 
occurrence 
of 
a 
Benchmark 
Transition 
Event, 
Term 
SOFR 
Event 
or 
Early Opt
-
in Election, as applicable, and its 
related Benchmark Replacement Date, (B) the 
implementation of any Benchmark 
Replacement, (C) the effectiveness 
of any Benchmark 
Replacement 
Conforming 
Changes, 
(D) 
the 
removal 
or 
reinstatement 
of 
any 
tenor 
of 
a 
Benchmark pursuant to clause (v) below and (E) the commencement or conclusion 
of any 
Benchmark 
Unavailability 
Period. 
Any 
determination, 
decision 
or 
election 
that 
may 
be 
made 
by 
the 
Administrative 
Agent 
or, 
if 
applicable, 
any 
Lender 
(or 
group 
of 
Lenders) 
pursuant to this Section 4.3(c), including any determination with respect to a tenor, rate or 
adjustment or 
of the 
occurrence or 
non
-
occurrence of 
an event, 
circumstance or 
date and 
any 
decision 
to 
take 
or 
refrain 
from 
taking 
any 
action 
or 
any 
selection, 
will 
be 
made 
in 
good faith in its or their reasonable discretion giving due consideration to any selection or 
recommendation 
by 
the 
Relevant 
Governmental 
Body 
and 
to 
any 
prevailing 
market 
practices for U.S. 
Dollar-denominated syndicated 
credit facilities 
and shall be 
conclusive 
and binding absent manifest error without consent from any other party to this Agreement 
or any 
other Loan 
Document, except, 
in each 
case, as 
expressly required 
pursuant to 
this 
Section 
4.3(c). 
The 
parties 
hereto 
acknowledge 
that, 
on 
March 
5, 
2021, 
the 
ICE 
Benchmark Administration (the 
“IBA”
), the administrator 
of the London 
interbank offered 
rate (
“LIBOR Rate”
), stated that as a result 
of its not having access to 
input data necessary 
to calculate LIBOR 
Rate settings on 
a representative basis 
beyond the intended 
cessation 
dates set forth in such statement, it would have 
to cease publication of all 35 LIBOR Rate 
settings 
immediately 
after 
such 
dates. 
The 
IBA 
did 
not 
identify 
any 
successor 
administrator in 
its announcement. 
The IBA 
also noted 
that the 
U.K. Financial 
Conduct 
Authority (the 
“FCA”
), the 
regulatory supervisor 
for the 
IBA, could, 
at a 
later date, 
use 
proposed new 
powers to 
require the 
IBA to 
publish LIBOR 
Rate settings 
on a 
synthetic 
basis. 
The FCA also issued 
a separate announcement confirming 
that the IBA had 
notified 
the FCA 
of its 
intent to 
cease providing 
all LIBOR 
Rate settings. 
While the 
FCA stated 
that, subject to 
the establishment of 
the new proposed 
powers, it would 
consult on the 
issue 
of 
requiring 
the 
IBA 
to 
produce 
certain 
LIBOR 
Rate 
tenors 
on 
a 
synthetic 
basis, 
it 
confirmed 
that 
all 
35 
LIBOR 
Rate 
settings 
will 
either 
cease 
to 
be 
provided 
by 
any 
administrator or will no longer 
be representative as of the 
dates set forth in such 
statement. 
 
(v) 
Notwithstanding 
anything 
to 
the 
contrary 
herein 
or 
in 
any 
other 
Loan 
Document, at any time (including in 
connection with the implementation of 
a Benchmark 
Replacement), (A) if the then
-
current Benchmark is a term rate 
(including Term 
SOFR or 
LIBOR) and either (1) any tenor for such Benchmark is not displayed on a screen or other 
information 
service 
that 
publishes 
such 
rate 
from 
time 
to 
time 
as 
selected 
by 
the 
Administrative 
Agent 
in 
good 
faith 
and 
in 
its 
reasonable 
discretion 
giving 
due 
consideration 
to 
any 
prevailing 
market 
practice 
for 
U.S. 
Dollar-denominated 
syndicated 






-55-
credit facilities 
or (2) the 
regulatory supervisor 
for the 
administrator of 
such Benchmark 
has provided 
a public 
statement or 
publication of 
information announcing 
that any 
tenor 
for such Benchmark is 
or will be no 
longer representative, then the 
Administrative Agent 
may modify the definition of “Interest Period” for any Benchmark settings at or after such 
time 
to 
remove 
such 
unavailable 
or 
non
-
representative 
tenor 
and 
(B) 
if 
a 
tenor 
that 
was 
removed pursuant to 
clause (A) above 
either (1) is subsequently 
displayed on a 
screen or 
information service for a 
Benchmark (including a Benchmark 
Replacement) or (2) 
is not, 
or is no longer, subject to an 
announcement that it is or 
will no longer be representative 
for 
a Benchmark (including 
a Benchmark Replacement), 
then the Administrative 
Agent may 
modify the definition of 
“Interest Period” for all 
Benchmark settings at or 
after such time 
to reinstate such previously removed tenor. 
 
(vi) 
Upon 
the 
Borrower’s 
receipt 
of 
notice 
of 
the 
commencement 
of 
a 
Benchmark Unavailability Period, 
the Borrower may revoke 
any request for a 
Borrowing 
of, conversion to or 
continuation of Eurodollar Loans to 
be made, converted or continued 
during 
any 
Benchmark 
Unavailability 
Period 
and, 
failing 
that, 
the 
Borrowers 
will 
be 
deemed to have 
converted any such 
request into a 
request for a 
Borrowing of or 
conversion 
to 
Base 
Rate 
Loans. 
During 
any 
Benchmark 
Unavailability 
Period 
or 
at 
any 
time 
that 
a 
tenor for 
the then
-
current Benchmark 
is not 
an Available 
Tenor, 
the component 
of Base 
Rate 
based 
upon 
the 
then
-
current 
Benchmark 
or 
such 
tenor 
for 
such 
Benchmark, 
as 
applicable, will not be used in any determination of Base Rate. 
(vii) 
Certain Defined Terms
. 
As used in this Section 4.3(c): 

 
“Available Tenor”
 
means, as of any date of determination and with 
respect 
to 
the 
then
-
current 
Benchmark, 
as 
applicable, 
any 
tenor 
for 
such 
Benchmark or payment period for 
interest calculated with reference 
to such 
Benchmark, as applicable, that 
is or may be 
used for determining the 
length 
of 
an 
Interest 
Period 
pursuant 
to 
this 
Agreement 
as 
of 
such 
date 
and 
not 
including, for the avoidance of doubt, any tenor for such 
Benchmark that is 
then
-
removed from the 
definition of “Interest 
Period” pursuant to 
clause (v) 
of this Section 4.3(c). 
 
“Benchmark”
 
means, initially, the 
LIBOR Index 
Rate; 
provided
 
that 
if a 
Benchmark Transition 
Event, a 
Term 
SOFR Event 
or an 
Early Opt
-
in 
Election, as applicable, 
and its related 
Benchmark Replacement Date 
have 
occurred 
with 
respect 
to 
the 
LIBOR 
Index 
Rate 
or 
the 
then
-
current 
Benchmark, 
then 
“Benchmark” 
means 
the 
applicable 
Benchmark 
Replacement to the extent 
that such Benchmark Replacement 
has replaced 
such prior 
benchmark rate 
pursuant to 
clause (i) or 
(ii) of 
this Section 
4.3(c). 
 
“Benchmark 
Replacement” 
means, 
for 
any 
Available 
Tenor, 
the 
first alternative 
set forth 
in the 
order below 
that can 
be determined 
by the 
Administrative Agent for the applicable Benchmark Replacement Date: 






-56-
 
(1) 
the sum 
of: (a) 
Term 
SOFR and 
(b) the 
related Benchmark 
Replacement Adjustment; 
 
(2) 
the 
sum 
of: 
(a) 
Daily 
Simple 
SOFR 
and 
(b) 
the 
related 
Benchmark Replacement Adjustment; 
 
(3) 
the sum 
of: 
(a) the 
alternate benchmark 
rate that 
has been 
selected by the Administrative Agent 
and the Borrower as the 
replacement 
for 
the 
then
-
current 
Benchmark 
for 
the 
applicable 
Corresponding 
Tenor 
giving 
due 
consideration 
to 
(i) any 
selection 
or 
recommendation 
of 
a 
replacement benchmark rate 
or the mechanism for 
determining such a 
rate 
by the Relevant Governmental Body or (ii) any evolving or 
then
-
prevailing 
market convention 
for determining 
a benchmark 
rate as 
a replacement 
for 
the then
-
current Benchmark for 
U.S. dollar
-
denominated syndicated credit 
facilities 
at 
such 
time 
and 
(b) the 
related 
Benchmark 
Replacement 
Adjustment; 
provided
 
that, 
in 
the 
case 
of 
clause 
(1), 
such 
Unadjusted 
Benchmark 
Replacement 
is 
displayed 
on 
a 
screen 
or 
other 
information 
service 
that 
publishes 
such 
rate 
from 
time 
to 
time 
as 
selected 
by 
the 
Administrative 
Agent in 
good faith 
and in 
its reasonable 
discretion giving 
due consideration 
to any 
prevailing market 
practice for 
U.S. Dollar-denominated 
syndicated 
credit 
facilities; 
provided 
further
 
that, 
notwithstanding 
anything 
to 
the 
contrary 
in 
this 
Agreement 
or 
in 
any 
other 
Loan 
Document, 
upon 
the 
occurrence 
of 
a 
Term 
SOFR 
Event, 
and 
the 
delivery 
of 
a 
Term 
SOFR 
Notice, 
on 
the 
applicable 
Benchmark 
Replacement 
Date 
the 
“Benchmark 
Replacement” shall revert to and 
shall be deemed to be 
the sum of (a) Term 
SOFR and (b) the related 
Benchmark Replacement Adjustment, as set 
forth 
in clause (1) of this definition (subject to the first proviso above). 
If the Benchmark Replacement as determined pursuant to clause (1), (2) or 
(3) above would 
be less than 
the Floor, the Benchmark 
Replacement will be 
deemed 
to 
be 
the 
Floor for 
the 
purposes 
of 
this 
Agreement 
and 
the 
other 
Loan Documents. 
 
“Benchmark Replacement Adjustment”
means, with respect 
to any 
replacement of the then 
current Benchmark with 
an Unadjusted Benchmark 
Replacement for any 
applicable Interest Period 
and Available Tenor for any 
setting of such Unadjusted Benchmark Replacement: 
 
(1) 
for 
purposes 
of 
clauses 
(1) 
and 
(2) 
of 
the 
definition 
of 
“Benchmark Replacement,” the first alternative set forth 
in the order below 
that can be determined by the Administrative Agent: 
 
(a) 
the 
spread 
adjustment, 
or 
method 
for 
calculating 
or 
determining such spread 
adjustment, (which may 
be a positive 
or negative 






-57-
value or 
zero) as 
of the 
Reference Time 
such Benchmark 
Replacement is 
first set for such Interest 
Period that has been 
selected or recommended by 
the Relevant 
Governmental Body 
for the 
replacement of 
such Benchmark 
with the applicable Unadjusted Benchmark Replacement for the applicable 
Corresponding Tenor; 
 
(b) 
the spread adjustment 
(which may be 
a positive or 
negative 
value or 
zero) as 
of the 
Reference Time 
such Benchmark 
Replacement is 
first set 
for such 
Interest Period 
that would 
apply to 
the fallback 
rate for 
a 
derivative transaction 
referencing the 
ISDA Definitions 
to be 
effective upon 
an index cessation event with respect to such Benchmark for the applicable 
Corresponding Tenor; and 
 
(2) 
for 
purposes of 
clause (3) 
of the 
definition of 
“Benchmark 
Replacement,” 
the 
spread 
adjustment, 
or 
method 
for 
calculating 
or 
determining such spread 
adjustment, (which may 
be a positive 
or negative 
value or 
zero) that 
has been 
selected by 
the Administrative 
Agent and 
the 
Borrower for the applicable Corresponding Tenor giving due consideration 
to (i) 
any selection 
or recommendation 
of a 
spread adjustment, 
or method 
for calculating or determining such 
spread adjustment, for the replacement 
of 
such 
Benchmark 
with 
the 
applicable 
Unadjusted 
Benchmark 
Replacement 
by 
the 
Relevant 
Governmental 
Body 
on 
the 
applicable 
Benchmark Replacement 
Date and/or 
(ii) any 
evolving or 
then-prevailing 
market 
convention 
for 
determining 
a 
spread 
adjustment, 
or 
method 
for 
calculating or 
determining such 
spread adjustment, 
for the 
replacement of 
such Benchmark 
with the 
applicable Unadjusted 
Benchmark Replacement 
for U.S. dollar denominated syndicated credit facilities; 
provided
 
that, in the case of clause (1) above, 
such adjustment is displayed 
on 
a 
screen 
or 
other 
information 
service 
that 
publishes 
such 
Benchmark 
Replacement 
Adjustment 
from 
time 
to 
time 
as 
selected 
by 
the 
Administrative Agent in its reasonable discretion. 
 
“Benchmark 
Replacement 
Conforming 
Changes”
 
means, 
with 
respect 
to 
any 
Benchmark 
Replacement, 
any 
technical, 
administrative 
or 
operational changes (including 
changes to 
the definition of 
“Base Rate,” the 
definition of “Business Day,” the definition of “Interest Period,” the timing 
and 
frequency 
of 
determining 
rates 
and 
making 
payments 
of 
interest, 
the 
timing 
of 
borrowing 
requests 
or 
prepayment, 
conversion 
or 
continuation 
notices, 
the 
length 
of 
lookback 
periods, 
the 
applicability 
of 
breakage 
provisions, and 
other technical, 
administrative or 
operational matters) 
that 
the Administrative Agent reasonably 
decides may be appropriate 
to reflect 
the adoption 
and implementation 
of such 
Benchmark Replacement 
and to 
permit the administration thereof by 
the Administrative Agent in a 
manner 
substantially 
consistent 
with 
market 
practice 
(or, 
if 
the 
Administrative 
Agent 
in 
good 
faith 
decides 
that 
adoption 
of 
any 
portion 
of 
such 
market 






-58-
practice 
is 
not 
administratively 
feasible 
or 
if 
the 
Administrative 
Agent 
determines in 
good faith 
that no 
market practice 
for the 
administration of 
such 
Benchmark 
Replacement 
exists, 
in 
such 
other 
manner 
of 
administration 
as 
the 
Administrative 
Agent 
in 
good 
faith 
decides 
is 
reasonably 
necessary 
in 
connection 
with 
the 
administration 
of 
this 
Agreement and the other Loan Documents). 
 
“Benchmark Replacement Date”
 
means the earliest to 
occur of the 
following events with respect to the then-current Benchmark: 
 
(1) 
in 
the 
case 
of 
clause 
(1) 
or 
(2) 
of 
the 
definition 
of 
“Benchmark 
Transition 
Event,” 
the 
later 
of 
(a) 
the 
date 
of 
the 
public 
statement or publication 
of information referenced 
therein and (b) 
the date 
on which 
the administrator 
of such 
Benchmark (or 
the published 
component 
used 
in 
the 
calculation 
thereof) 
permanently 
or 
indefinitely 
ceases 
to 
provide 
all 
Available 
Tenors 
of 
such 
Benchmark 
(or 
such 
component 
thereof); 
 
(2) 
in 
the 
case 
of 
clause 
(3) 
of 
the 
definition 
of 
“Benchmark 
Transition 
Event,” 
the 
date 
of 
the 
public 
statement 
or 
publication 
of 
information referenced therein; 
 
(3) 
in the 
case of 
a Term 
SOFR Event, 
the date 
that is 
30 days 
after 
the 
date 
a 
Term 
SOFR 
Notice 
is 
provided 
to 
the 
Lenders 
and 
the 
Borrower pursuant to this Section 4.3(c)(ii); or 
 
(4) 
in the case 
of an Early 
Opt
-
in Election, the 
6th Business Day 
after 
the 
date 
notice 
of 
such 
Early 
Opt
-
in 
Election 
is 
provided 
to 
the 
Lenders, so long 
as the Administrative 
Agent has not 
received, by 5:00 p.m. 
(Chicago time) on the 5th 
Business Day after the date 
notice of such Early 
Opt
-
in 
Election 
is 
provided 
to 
the 
Lenders, 
written 
notice 
of 
objection 
to 
such Early Opt
-
in Election from Lenders 
comprising the Required Lenders. 
For 
the 
avoidance 
of 
doubt, 
(i) 
if 
the 
event 
giving 
rise 
to 
the 
Benchmark 
Replacement Date 
occurs on 
the same 
day as, 
but earlier 
than, the 
Reference 
Time 
in 
respect 
of 
any 
determination, 
the 
Benchmark 
Replacement 
Date 
will 
be 
deemed 
to 
have 
occurred 
prior 
to 
the 
Reference 
Time 
for 
such 
determination and (ii) the “Benchmark Replacement Date” will 
be deemed 
to 
have 
occurred 
in 
the 
case 
of 
clause (1) 
or 
(2) 
with 
respect 
to 
any 
Benchmark upon the occurrence 
of the applicable event 
or events set forth 
therein with 
respect to 
all then
-
current Available Tenors of such 
Benchmark 
(or the published component used in the calculation thereof). 
 
“Benchmark 
Transition 
Event”
means 
the 
occurrence 
of 
one 
or 
more of the following events with respect to the then
-
current Benchmark: 






-59-
 
(1) 
a 
public 
statement 
or 
publication 
of 
information 
by 
or 
on 
behalf of the 
administrator of such 
Benchmark (or the 
published component 
used 
in 
the 
calculation 
thereof) 
announcing 
that 
such 
administrator 
has 
ceased or will cease to provide all 
Available Tenors 
of such Benchmark (or 
such component thereof), permanently or indefinitely; 
provided
 
that, at the 
time of 
such statement 
or publication, 
there 
is no 
successor administrator 
that will 
continue to 
provide any 
Available 
Tenor 
of such 
Benchmark (or 
such component thereof); 
 
(2) 
a 
public 
statement 
or 
publication 
of 
information 
by 
the 
regulatory 
supervisor 
for 
the 
administrator 
of 
such 
Benchmark 
(or 
the 
published 
component 
used 
in 
the 
calculation 
thereof), 
the 
FRB, 
the 
NYFRB, an insolvency official 
with jurisdiction over the administrator 
for 
such 
Benchmark 
(or 
such 
component), 
a 
resolution 
authority 
with 
jurisdiction over 
the administrator 
for such 
Benchmark (or 
such component) 
or a court 
or an entity 
with similar 
insolvency or resolution 
authority over 
the 
administrator 
for 
such 
Benchmark 
(or 
such 
component), 
which 
states 
that the 
administrator of such 
Benchmark (or such 
component) has ceased 
or will 
cease to 
provide all 
Available 
Tenors 
of such 
Benchmark (or 
such 
component thereof) 
permanently or 
indefinitely, 
provided
 
that, at 
the time 
of 
such 
statement 
or 
publication, 
there 
is 
no 
successor 
administrator 
that 
will continue to 
provide any Available 
Tenor 
of such Benchmark 
(or such 
component thereof); or 
 
(3) 
a 
public 
statement 
or 
publication 
of 
information 
by 
the 
regulatory 
supervisor 
for 
the 
administrator 
of 
such 
Benchmark 
(or 
the 
published 
component 
used 
in 
the 
calculation 
thereof) 
announcing 
that 
all 
Available 
Tenors 
of such 
Benchmark (or 
such component 
thereof) are 
no 
longer representative. 
For 
the 
avoidance 
of 
doubt, 
a 
“Benchmark 
Transition 
Event” 
will 
be 
deemed 
to 
have 
occurred 
with 
respect 
to 
any 
Benchmark 
if 
a 
public 
statement or 
publication of 
information set 
forth above 
has occurred 
with 
respect 
to 
each 
then
-
current 
Available 
Tenor 
of 
such 
Benchmark 
(or 
the 
published component used in the calculation thereof). 
 
“Benchmark Unavailability 
Period” 
means the 
period (if 
any) (x) 
beginning 
at 
the 
time 
that 
a 
Benchmark 
Replacement 
Date 
pursuant 
to 
clauses 
(1) 
or 
(2) 
of 
that 
definition 
has 
occurred 
if, 
at 
such 
time, 
no 
Benchmark Replacement 
has replaced 
the then
-
current Benchmark 
for all 
purposes hereunder and under any Loan Document in accordance with this 
Section 4.3(c) and 
(y) ending at 
the time 
that a 
Benchmark Replacement 
has 
replaced the then
-
current Benchmark for all 
purposes hereunder and under 
any Loan Document in accordance with this Section 4.3(c). 






-60-
 
“Corresponding Tenor” 
with respect 
to any 
Available Tenor means, 
as 
applicable, 
either 
a 
tenor 
(including 
overnight) 
or 
an 
interest 
payment 
period 
having 
approximately 
the 
same 
length 
(disregarding 
business 
day 
adjustment) as such Available Tenor. 
 
“Daily 
Simple 
SOFR” 
means, 
for 
any 
day, 
SOFR, 
with 
the 
conventions for this rate (which 
will include a lookback) being established 
by 
the 
Administrative 
Agent 
in 
accordance 
with 
the 
conventions 
for 
this 
rate 
selected 
or 
recommended 
by 
the 
Relevant 
Governmental 
Body 
for 
determining “Daily Simple SOFR” for syndicated business loans; 
provided
that 
if 
the 
Administrative 
Agent 
decides 
in 
good 
faith 
that 
any 
such 
convention 
is 
not 
administratively 
feasible 
for 
the 
Administrative 
Agent, 
then 
the 
Administrative 
Agent 
may 
establish 
another 
convention 
in 
good 
faith 
and 
in 
its 
reasonable 
discretion 
giving 
due 
consideration 
to 
any 
prevailing market 
practices for 
U.S. Dollar-denominated 
syndicated credit 
facilities. 
 
“Early 
Opt
-
in 
Election”
means, 
if 
the 
then
-
current 
Benchmark 
is 
the LIBOR Index Rate, the occurrence of: 
 
(1) 
a notification by the Administrative Agent to (or the request 
by 
the 
Borrower to 
the 
Administrative 
Agent 
to 
notify) 
each 
of 
the 
other 
parties 
hereto 
that 
at 
least 
five 
currently 
outstanding 
U.S. 
dollar
-
denominated 
syndicated 
credit 
facilities 
at 
such 
time 
contain 
(as 
a 
result 
of 
amendment 
or 
as 
originally 
executed) 
a 
SOFR
-
based 
rate 
(including SOFR, 
a term 
SOFR or 
any other 
rate based 
upon SOFR) 
as a 
benchmark rate (and 
such syndicated credit 
facilities are identified 
in such 
notice and are publicly available for review), and 
 
(2) 
the 
joint 
election 
by 
the 
Administrative 
Agent 
and 
the 
Borrower 
to 
trigger 
a 
fallback 
from 
LIBOR 
and 
the 
provision 
by 
the 
Administrative Agent of written notice of such election to the Lenders. 
 
“Floor”
 
means 
the 
benchmark 
rate 
floor, 
if 
any, 
provided 
in 
this 
Agreement 
initially 
(as 
of 
the 
execution 
of 
this 
Agreement, 
the 
modification, amendment or renewal of 
this Agreement or otherwise) with 
respect to LIBOR. 
 
“FRB”
 
means 
the 
Board 
of 
Governors 
of 
the 
Federal 
Reserve 
System of the United States. 
 
“ISDA Definitions” 
means the 2006 
ISDA Definitions published by 
the International Swaps and Derivatives Association, 
Inc. or any successor 
thereto, as 
amended or 
supplemented from 
time to 
time, or 
any successor 
definitional booklet for interest 
rate derivatives published from 
time to time 






-61-
by 
the 
International 
Swaps 
and 
Derivatives 
Association, 
Inc. 
or 
such 
successor thereto. 
 
“NYFRB” 
means the Federal Reserve Bank of New York. 
 
“NYFRB’s Website” 
means the 
website of 
the Federal 
Reserve Bank 
of New York at http://www.newyorkfed.org, 
or any successor source. 
 
“Reference 
Time” 
with 
respect 
to 
any 
setting 
of 
the 
then
-
current 
Benchmark means (1) if 
such Benchmark is 
the LIBOR Index 
Rate, 11:00 
a.m. (London time) on 
the day that is 
two London banking days 
preceding 
the date of such setting, and (2) if such Benchmark is not the LIBOR Index 
Rate, the time determined by the Administrative Agent in good faith and in 
its reasonable discretion giving due 
consideration to any prevailing market 
practice for U.S. Dollar-denominated syndicated credit facilities. 
 
“Relevant Governmental Body
” means the 
FRB and/or the 
NYFRB, 
or 
a 
committee 
officially 
endorsed 
or 
convened 
by 
the 
FRB 
and/or 
the 
NYFRB, or any successor thereto. 
 
“SOFR” 
means, with respect 
to any Business 
Day, a rate per annum 
equal 
to 
the 
secured 
overnight 
financing 
rate 
for 
such 
Business 
Day 
published 
by 
the 
SOFR 
Administrator 
on 
the 
SOFR 
Administrator’s 
Website on the immediately succeeding Business Day. 
 
“SOFR 
Administrator” 
means 
the 
NYFRB 
(or 
a 
successor 
administrator of the secured overnight financing rate). 
 
“SOFR 
Administrator’s 
Website” 
means 
the 
NYFRB’s 
Website, 
currently 
at 
http://www.newyorkfed.org, 
or 
any 
successor 
source 
for 
the 
secured 
overnight 
financing 
rate 
identified 
as 
such 
by 
the 
SOFR 
Administrator from time to time. 
 
“Term SOFR” 
means, for the applicable 
Corresponding Tenor as of 
the 
applicable 
Reference 
Time, 
the 
forward
-
looking 
term 
rate 
based 
on 
SOFR 
that 
has 
been 
selected 
or 
recommended 
by 
the 
Relevant 
Governmental Body. 
 
“Term SOFR Event” 
means the 
determination by 
the Administrative 
Agent that (a) Term 
SOFR has been recommended for use by the Relevant 
Governmental 
Body, 
(b) the 
administration 
of 
Term 
SOFR 
is 
administratively feasible for 
the Administrative Agent 
and (c) a Benchmark 
Transition 
Event 
has 
previously 
occurred 
resulting 
in 
a 
Benchmark 
Replacement in accordance with this 
Section 4.3(c) that is not Term SOFR. 






-62-
 
“Term 
SOFR 
Notice” 
means 
a 
notification 
by 
the 
Administrative 
Agent to the Lenders and the 
Borrower of the occurrence of a 
Term 
SOFR 
Event. 
 
“Unadjusted 
Benchmark 
Replacement” 
means 
the 
applicable 
Benchmark 
Replacement 
excluding 
the 
related 
Benchmark 
Replacement 
Adjustment. 
Section 4.4. 
Increased Costs
. 
 
(a) 
Increased Costs Generally. 

If any Change in Law shall: 
 
(i) 
impose, 
modify 
or 
deem 
applicable 
any 
reserve, 
special 
deposit, 
compulsory loan, insurance 
charge or similar 
requirement against assets 
of, deposits with 
or 
for 
the 
account 
of, 
or 
credit 
extended 
or 
participated 
in 
by, 
any 
Lender 
(except 
any 
reserve requirement reflected in the Adjusted LIBOR) or any L/C Issuer; 
 
(ii) 
subject 
any 
Recipient 
to 
any 
Taxes 
(other 
than 
(A) Indemnified 
Taxes, 
(B) Taxes 
described 
in 
clauses (b) 
through 
(d) 
of 
the 
definition 
of 
Excluded 
Taxes 
and 
(C) Connection Income Taxes) on its loans, loan principal, 
letters of credit, commitments, 
or other obligations, or 
its deposits, reserves, other 
liabilities or capital attributable 
thereto; 
or 
 
(iii) 
impose on 
any Lender 
or any 
L/C Issuer 
or the 
London interbank 
market 
any other condition, cost or expense (other than Taxes) affecting 
this Agreement or Loans 
made by such Lender or any Letter of Credit or participation therein; 
and the 
result of 
any of 
the foregoing 
shall be 
to increase 
the cost 
to such 
Lender or 
such other 
Recipient 
of 
making, 
converting 
to, 
continuing 
or 
maintaining 
any 
Loan 
or 
of 
maintaining 
its 
obligation to make any such Loan, or to increase the cost to such Lender, 
such L/C Issuer or such 
other Recipient of participating 
in, issuing or maintaining 
any Letter of Credit 
(or of maintaining 
its obligation to participate in or 
to issue any Letter of Credit), 
or to reduce the amount of 
any sum 
received 
or 
receivable 
by 
such 
Lender, 
L/C 
Issuer 
or 
other 
Recipient 
hereunder 
(whether 
of 
principal, 
interest 
or 
any 
other 
amount) 
then, 
upon 
request 
of 
such 
Lender, 
L/C 
Issuer 
or 
other 
Recipient, the 
Borrower will 
pay to 
such Lender, 
L/C Issuer 
or other 
Recipient, as 
the case 
may 
be, 
such 
additional 
amount 
or 
amounts 
as 
will 
compensate 
such 
Lender, 
L/C 
Issuer 
or 
other 
Recipient, as the case may be, for such additional costs incurred or reduction suffered. 
 
(b) 
Capital Requirements. 

If any 
Lender or 
L/C Issuer 
determines that 
any Change 
in 
Law affecting such Lender or L/C Issuer or any lending 
office of such Lender or such Lender’s or 
L/C Issuer’s 
holding company, 
if any, 
regarding capital 
or liquidity 
requirements, has 
or would 
have the 
effect 
of reducing 
the rate 
of return 
on such 
Lender’s 
or L/C 
Issuer’s 
capital or 
on the 
capital 
of 
such 
Lender’s 
or 
L/C 
Issuer’s 
holding 
company, 
if 
any, 
as 
a 
consequence 
of 
this 
Agreement, the 
Commitments of 
such Lender 
or the 
Loans made 
by, 
or participations 
in Letters 
of 
Credit 
or Swingline 
Loans 
held 
by, 
such 
Lender, 
or 
the Letters 
of 
Credit 
issued 
by 
any 
L/C 
Issuer, 
to a 
level 
below that 
which such 
Lender 
or L/C 
Issuer 
or such 
Lender’s 
or L/C 
Issuer’s 






-63-
holding company could have 
achieved but for such 
Change in Law 
(taking into consideration such 
Lender’s 
or 
L/C 
Issuer’s 
policies 
and 
the 
policies 
of 
such 
Lender’s 
or 
L/C 
Issuer’s 
holding 
company with respect to capital adequacy), 
then from time to time the 
Borrower will pay to such 
Lender or L/C Issuer, 
as the case may be, 
such additional amount or amounts 
as will compensate 
such 
Lender 
or 
L/C 
Issuer 
or 
such 
Lender’s 
or 
L/C 
Issuer’s 
holding 
company 
for 
any 
such 
reduction suffered. 
 
(c) 
Certificates for Reimbursement. 

A certificate of a Lender or L/C Issuer setting forth 
the amount 
or amounts 
necessary to 
compensate such 
Lender or 
L/C Issuer 
or its 
holding company, 
as 
the 
case 
may 
be, 
as 
specified 
in 
subsection (a) 
or (b) 
of 
this 
Section 
and 
delivered 
to 
the 
Borrower, shall be conclusive absent manifest error. 
The Borrower shall pay such Lender or L/C 
Issuer, as the case may be, 
the amount shown as 
due on any such 
certificate within thirty (30) days 
after receipt thereof. 
 
(d) 
Delay in 
Requests. 

Failure or 
delay on 
the part 
of any 
Lender or 
L/C Issuer 
to demand 
compensation pursuant 
to this 
Section shall 
not constitute 
a waiver 
of such 
Lender’s or 
L/C Issuer’s 
right 
to 
demand 
such 
compensation; 
provided
 
that 
the 
Borrower 
shall 
not 
be 
required 
to 
compensate 
a 
Lender 
or L/C 
Issuer 
pursuant to 
this 
Section for 
any increased 
costs incurred 
or 
reductions suffered 
more than six (6) 
months prior to 
the date that 
such Lender or 
L/C Issuer, 
as 
the case may be, notifies the 
Borrower of the Change in 
Law giving rise to such 
increased costs or 
reductions, and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except 
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 
nine-month period 
referred to 
above shall 
be extended 
to include 
the period 
of retroactive 
effect 
thereof). 
Section 4.5. 
Funding 
Indemnity
. 
If 
any 
Lender 
shall 
incur 
any 
loss, 
cost 
or 
expense 
(including, without 
limitation, any 
loss, cost 
or expense 
incurred by 
reason of 
the liquidation 
or 
re-employment 
of 
deposits 
or 
other 
funds 
acquired 
by 
such 
Lender 
to 
fund 
or 
maintain 
any 
Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the 
relending or reinvesting of 
such deposits or amounts 
paid or prepaid to 
such Lender) as a 
result of: 
 
(a) 
any 
payment, 
prepayment 
or 
conversion 
of 
a 
Eurodollar 
Loan 
or 
such 
Swingline Loan on a date other than the last day of its Interest Period, 

 
(b) 
any 
failure 
(because 
of 
a 
failure 
to 
meet 
the 
conditions 
of 
Section 7 
or 
otherwise) 
by the 
Borrower to 
borrow or 
continue a 
Eurodollar Loan 
or such 
Swingline 
Loan, or 
to convert 
a Base 
Rate Loan 
into a 
Eurodollar Loan 
or such 
Swingline Loan 
on 
the date specified in a notice given pursuant to Section 2.6(a) or 2.2(b), 
 
(c) 
any 
failure 
by 
the 
Borrower 
to 
make 
any 
payment 
of 
principal 
on 
any 
Eurodollar Loan or 
such Swingline Loan 
when due (whether 
by acceleration or 
otherwise), 
or 
 
(d) 
any 
acceleration 
of 
the 
maturity 
of 
a 
Eurodollar 
Loan 
or 
such 
Swingline 
Loan as a result of the occurrence of any Event of Default hereunder, 






-64-
then, upon the demand 
of such Lender, the Borrower 
shall pay to such 
Lender such amount as 
will 
reimburse 
such 
Lender 
for 
such 
loss, 
cost 
or 
expense. 
If 
any 
Lender 
makes 
such 
a 
claim 
for 
compensation, 
it 
shall 
provide 
to 
the 
Borrower, 
with 
a 
copy 
to 
the 
Administrative 
Agent, 
a 
certificate 
setting 
forth 
the 
amount 
of 
such 
loss, 
cost 
or 
expense 
in 
reasonable 
detail 
and 
the 
amounts shown on such certificate shall be conclusive
absent manifest error. 
Section 4.6. 
Discretion 
of Lender 
as to 
Manner of 
Funding. 

Notwithstanding any 
other 
provision of this Agreement, each 
Lender shall be entitled to 
fund and maintain its funding 
of all 
or any 
part of 
its Loans 
in any 
manner it 
sees fit, 
it being 
understood, however, that 
for the 
purposes 
of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be 
made as 
if each Lender had actually funded and maintained each Eurodollar Loan through the purchase of 
deposits 
in 
the 
interbank 
euro 
dollar 
market 
having 
a 
maturity 
corresponding 
to 
such 
Loan’s 
Interest Period, and bearing an interest rate equal to LIBOR for such Interest Period.
Section 4.7. 
Lending 
Offices; 
Mitigation 
Obligations. 

Each 
Lender 
may, 
at 
its 
option, 
elect to make 
its Loans hereunder 
at the branch, 
office or 
affiliate specified 
in its Administrative 
Questionnaire (each 
a 
“Lending Office”
) for 
each type 
of Loan 
available hereunder 
or at 
such other 
of its 
branches, offices 
or affiliates 
as it 
may from 
time to 
time elect 
and designate 
in a 
written 
notice to the 
Borrower and the 
Administrative Agent. 

If any Lender requests 
compensation under 
Section 4.4, or requires the Borrower 
to pay any Indemnified Taxes 
or additional amounts to any 
Lender or any 
Governmental Authority for 
the account of 
any Lender pursuant 
to Section 4.1, then 
such Lender 
shall (at 
the request 
of the 
Borrower) use 
reasonable efforts 
to designate 
a different 
lending office 
for funding 
or booking 
its Loans 
hereunder or 
to assign 
its rights 
and obligations 
hereunder to another of its offices, branches or 
affiliates, if, in the judgment of such Lender, 
such 
designation or assignment (i) would eliminate 
or reduce amounts payable pursuant to 
Section 4.1 
or 4.4, 
as the 
case may 
be, in 
the future, 
and (ii) would 
not subject 
such Lender 
to any 
unreimbursed 
cost or 
expense and 
would not 
otherwise be 
disadvantageous to 
such Lender. 
The Borrower 
hereby 
agrees to 
pay all 
reasonable costs 
and expenses 
incurred 
by any 
Lender in 
connection with 
any 
such designation or assignment. 
S
ECTION
 
5. 
P
LACE AND 
A
PPLICATION 
OF 
P
AYMENTS
. 
Section 5.1. 
Place and Application 
of Payments.
 
All payments of 
principal of and 
interest 
on 
the 
Loans 
and 
the 
Reimbursement 
Obligations, 
and 
all 
other 
Obligations 
payable 
by 
the 
Borrower under this Agreement and the other Loan 
Documents, shall be made by the Borrower to 
the Administrative Agent by no later than 2:00 p.m. (Chicago 
time) on the due date thereof at the 
office of 
the Administrative 
Agent in 
Chicago, Illinois 
(or such 
other location 
as the 
Administrative 
Agent 
may 
designate 
to 
the 
Borrower), 
for 
the 
benefit 
of 
the 
Lender(s) 
or 
L/C Issuer 
entitled 
thereto. 
Any 
payments 
received 
after 
such 
time 
shall 
be 
deemed 
to 
have 
been 
received 
by 
the 
Administrative Agent on 
the next Business 
Day. 
All such payments 
shall be made 
in U.S. Dollars, 
in 
immediately 
available 
funds 
at 
the 
place 
of 
payment, 
in 
each 
case 
without 
set-off 
or 
counterclaim. 
The Administrative 
Agent will 
promptly thereafter 
cause to 
be distributed 
like funds 
relating 
to 
the payment 
of 
principal or 
interest 
on Loans 
and on 
Reimbursement 
Obligations 
in 
which 
the 
Lenders 
have 
purchased 
Participating 
Interests 
ratably 
to 
the 
Lenders 
and 
like 
funds 
relating to the payment of any 
other amount payable to any 
Lender to such Lender, in each case to 
be applied in accordance 
with the terms of 
this Agreement. 
Unless the Administrative Agent 
shall 






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have 
received 
notice 
from 
the 
Borrower 
prior 
to 
the 
date 
on 
which 
any 
payment 
is 
due 
to 
the 
Administrative Agent 
for the 
account of 
the Lenders 
or the 
L/C Issuers 
hereunder that 
the Borrower 
will not 
make such payment, 
the Administrative 
Agent may 
assume that 
the Borrower has 
made 
such payment 
on such 
date in 
accordance herewith 
and may, 
in reliance 
upon such 
assumption, 
distribute to the Lenders 
or the L/C Issuers, 
as the case may be, 
the amount due. 
With respect to 
any payment that 
the Administrative Agent 
makes to any 
Lender, L/C Issuer or 
other secured party 
hereunder as 
to which 
Administrative Agent 
determines (in 
its sole 
and absolute 
discretion) that 
any 
of 
the 
following 
applies 
(such 
payment 
referred 
to 
as 
the 
“Rescindable 
Amount”
): 
(1) 
the 
Borrowers have not in fact made the 
corresponding payment to the Administrative Agent; (2) 
the 
Administrative 
Agent 
has 
made 
a 
payment 
in 
excess 
of 
the 
amount(s) 
received 
by 
it 
from 
the 
Borrowers 
either 
individually 
or 
in 
the 
aggregate 
(whether 
or 
not 
then 
owed); 
or 
(3) 
the 
Administrative Agent has for any reason otherwise erroneously made such payment; then each of 
the 
Lenders, 
the 
L/C 
Issuer 
and 
the 
other 
Affiliates 
of 
the 
Lenders 
that 
are 
secured 
parties 
hereunder 
severally 
agrees 
to 
repay 
to 
the 
Administrative 
Agent 
forthwith 
on 
demand 
the 
Rescindable Amount 
so distributed 
to such 
Person, in 
immediately available 
funds with 
interest 
thereon, for each day from and including the date such amount is distributed to it 
to but excluding 
the date 
of payment 
to the 
Administrative Agent, 
at the 
greater of 
the Federal 
Funds Rate 
and a 
rate 
determined 
by 
the 
Administrative 
Agent 
in 
accordance 
with 
banking 
industry 
rules 
on 
interbank compensation.
Section 5.2. 
Non-Business 
Days. 

Subject 
to 
the 
definition 
of 
Interest 
Period, 
if 
any 
payment hereunder becomes due and payable 
on a day which is not 
a Business Day, 
the due date 
of 
such 
payment 
shall 
be 
extended 
to 
the 
next 
succeeding 
Business 
Day 
on 
which 
date 
such 
payment shall 
be due 
and payable. 
In the 
case of 
any payment 
of principal 
falling due 
on a 
day 
which 
is 
not a 
Business 
Day, 
interest 
on 
such 
principal 
amount 
shall 
continue 
to 
accrue during 
such extension 
at the 
rate per 
annum then 
in effect, which 
accrued amount 
shall be due 
and payable 
on the next scheduled date for the payment of interest. 
 
Section 5.3. 
Payments Set 
Aside
. 
To 
the extent 
that any 
payment by 
or on 
behalf of 
the 
Borrower 
or 
any 
other 
Loan 
Party 
is 
made 
to 
the 
Administrative 
Agent, 
any 
L/C 
Issuer 
or 
any 
Lender, 
or the 
Administrative Agent, 
any L/C 
Issuer or 
any Lender 
exercises its 
right of 
setoff, 
and such 
payment or 
the proceeds 
of such 
setoff or 
any part 
thereof is 
subsequently invalidated, 
declared to 
be fraudulent 
or preferential, 
set aside 
or required 
(including pursuant 
to any 
settlement 
entered into by 
the Administrative Agent, 
such L/C Issuer 
or such Lender 
in its discretion) 
to be 
repaid to 
a trustee, 
receiver or 
any other 
party, in connection 
with any 
proceeding under 
any Debtor 
Relief 
Law 
or 
otherwise, 
then 
(a) to 
the 
extent 
of 
such 
recovery, 
the 
obligation 
or 
part 
thereof 
originally intended to be satisfied shall be revived and continued in full force and effect as if such 
payment had 
not been 
made or 
such setoff 
had not 
occurred, and 
(b) each Lender 
and each 
L/C 
Issuer 
severally 
agrees 
to 
pay 
to 
the 
Administrative 
Agent 
upon 
demand 
its 
applicable 
share 
(without 
duplication) 
of 
any 
amount 
so 
recovered 
from 
or 
repaid 
by 
the 
Administrative 
Agent, 
plus interest thereon from the date 
of such demand to the date 
such payment is made at a rate 
per 
annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative 
Agent in accordance with banking industry rules on interbank compensation for each such day. 
 
Section 5.4. 
Account 
Debit
. 
The 
Borrower 
hereby 
irrevocably 
authorizes 
the 
Administrative Agent, upon at least two (2) business days prior notice to Borrower, to charge any 






-66-
of 
the 
Borrower’s 
deposit 
accounts 
maintained 
with 
the 
Administrative 
Agent 
for 
the 
amounts 
from 
time 
to 
time 
necessary 
to 
pay 
any 
then 
due 
Obligations; 
provided
 
that
the 
Borrower 
acknowledges and agrees that 
the Administrative Agent shall 
not be under an 
obligation to do so 
and the Administrative Agent shall not incur any liability to the Borrower or any other Person for 
the Administrative Agent’s failure to do so. 
S
ECTION
 
6. 
R
EPRESENTATIONS 
AND 
W
ARRANTIES
. 
Each Loan Party 
represents and warrants 
to the Administrative 
Agent and the 
Lenders as 
follows: 
Section 6.1. 
Organization and Qualification
. 
Each Loan Party is duly organized, validly 
existing, 
and 
in 
good 
standing 
as 
a 
corporation, 
limited 
liability 
company, 
or 
partnership, 
as 
applicable, under the laws of the jurisdiction in which it is organized, has the authority and power 
to own its Property and 
conduct its business as now 
conducted, and is duly qualified 
and in good 
standing in 
each jurisdiction 
in which 
the nature 
of the 
business conducted 
by it 
or the 
nature of 
the Property 
owned or 
leased by 
it requires 
such qualifying, 
except where 
the failure 
to do 
so would 
not have a Material Adverse Effect. 
Section 6.2. 
Subsidiaries
. 
Each 
Subsidiary 
that 
is 
not 
a 
Loan 
Party 
is 
duly 
organized, 
validly existing, and 
in good standing 
under the laws 
of the jurisdiction 
in which it 
is organized, 
has the authority and power to own 
its Property and conduct its business as now 
conducted, and is 
qualified and in 
good standing in 
each jurisdiction in 
which the nature of 
the business conducted 
by it or the nature 
of the Property owned 
or leased by it requires 
such qualifying, except where the 
failure 
to do 
so would 
not 
have a 
Material 
Adverse Effect. 
Schedule 6.2 hereto 
identifies 
each 
Subsidiary (including 
Subsidiaries that 
are Loan 
Parties), the 
jurisdiction of 
its organization, 
the 
percentage 
of 
issued 
and 
outstanding 
shares 
of 
each 
class 
of 
its 
capital 
stock 
or 
other 
equity 
interests 
owned 
by 
any 
Loan 
Party 
and 
its 
Subsidiaries 
and, 
if 
such 
percentage 
is 
not 
100% 
(excluding 
directors’ 
qualifying 
shares 
as 
required 
by 
law), 
a 
description 
of 
each 
class 
of 
its 
authorized capital 
stock and 
other equity 
interests and 
the number 
of shares 
of each 
class issued 
and outstanding. 
All of the 
outstanding shares of 
capital stock and 
other equity interests 
of each 
Subsidiary are validly issued and 
outstanding and fully paid and 
nonassessable and all such shares 
and other 
equity interests 
indicated on 
Schedule 6.2 as 
owned by 
the relevant 
Loan Party 
or another 
Subsidiary are owned, beneficially and of record, by such Loan Party or 
such Subsidiary free and 
clear of all Liens otherwise permitted by this Agreement. 
There are no outstanding commitments 
or 
other 
obligations 
of 
any 
Subsidiary 
to 
issue, 
and 
no 
options, 
warrants 
or 
other 
rights 
of 
any 
Person 
to 
acquire, 
any 
shares 
of 
any 
class 
of 
capital 
stock 
or 
other 
equity 
interests 
of 
any 
Subsidiary. 
Section 6.3. 
Authority 
and 
Validity 
of 
Obligations
. 
Each 
Loan 
Party 
has 
the 
right 
and 
authority to enter into this 
Agreement and the other Loan 
Documents executed by it, to 
make the 
borrowings herein provided 
for (in the 
case of the 
Borrower), to guarantee 
the Secured Obligations 
(in the 
case of 
each Guarantor), 
to grant 
to the 
Administrative Agent 
the Liens 
described in 
the 
Collateral Documents executed 
by such Loan 
Party, and to perform all 
of its obligations 
hereunder 
and under the other Loan Documents executed by it. 
The Loan Documents delivered by the Loan 
Parties and their Subsidiaries have been duly authorized, executed, and delivered by such Persons 






-67-
and constitute 
valid and 
binding obligations 
of such 
Loan Parties 
and their 
Subsidiaries enforceable 
against each 
of them 
in accordance 
with their 
terms, except 
as enforceability 
may be 
limited by 
bankruptcy, insolvency, fraudulent conveyance or 
similar laws 
affecting creditors’ rights 
generally 
and 
general 
principles 
of 
equity 
(regardless 
of 
whether 
the 
application 
of 
such 
principles 
is 
considered in a 
proceeding in equity 
or at law); 
and this Agreement 
and the other 
Loan Documents 
do not, nor does the performance 
or observance by any Loan 
Party or any Subsidiary of any 
of the 
matters and things herein or therein provided 
for, (a) contravene or constitute 
a default under any 
provision of law or any judgment, injunction, order or decree 
binding upon any Loan Party or any 
Subsidiary 
of 
a 
Loan 
Party 
or 
any 
provision 
of 
the 
organizational 
documents 
(
e.g.,
 
charter, 
certificate 
or 
articles 
of 
incorporation 
and 
by-laws, 
certificate 
or 
articles 
of 
association 
and 
operating 
agreement, 
partnership 
agreement, 
or 
other 
similar 
organizational 
documents) 
of 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party, 
(b) contravene 
or 
constitute 
a 
default 
under 
any 
covenant, indenture or agreement 
of or affecting any 
Loan Party or 
any Subsidiary of 
a Loan Party 
or any of their respective Property, in each case where such contravention or default, individually 
or in the aggregate, could 
reasonably be expected to have 
a Material Adverse Effect, 
or (c) result 
in the creation or imposition 
of any Lien on any 
Property of any Loan Party 
or any Subsidiary of 
a 
Loan 
Party other 
than the 
Liens granted 
in favor 
of the 
Administrative Agent 
pursuant 
to the 
Collateral Documents. 
Section 6.4. 
Use of Proceeds; Margin 
Stock
. 
The Borrower shall use the proceeds of the 
Revolving Facility to 
finance Capital Expenditures, 
to finance Permitted 
Acquisitions and for 
its 
general working 
capital purposes 
and for 
such other 
legal and 
proper purposes 
as are 
consistent 
with 
all 
applicable 
laws 
and 
to 
pay 
certain 
fees 
and 
expenses 
associated 
with 
closing 
of 
this 
Agreement. 
No Loan 
Party 
nor any 
of its 
Subsidiaries is 
engaged in 
the business 
of extending 
credit for the 
purpose of purchasing or 
carrying margin stock (within 
the meaning of 
Regulation U 
of the 
Board of 
Governors of 
the Federal 
Reserve System), 
and no 
part of the 
proceeds of 
any Loan 
or any other extension of 
credit made hereunder 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. 

Margin stock (as hereinabove 
defined) constitutes less than 25% 
of the assets of the Loan 
Parties 
and 
their 
Subsidiaries 
which 
are 
subject 
to 
any 
limitation 
on 
sale, 
pledge 
or 
other 
restriction 
hereunder. 
Section 6.5. 
Financial Reports
. 
The consolidated 
balance sheet 
of the 
Borrower and 
its 
Subsidiaries 
as 
of 
May 
29, 
2021, 
and 
the 
related 
consolidated 
statements 
of 
operations, 
comprehensive 
income 
(loss), 
stockholder’s 
equity 
and 
cash 
flows 
of 
the 
Borrower 
and 
its 
Subsidiaries 
for 
the 
fiscal 
year 
then 
ended, 
and 
accompanying 
notes 
thereto, 
which 
financial 
statements are accompanied 
by the audit 
report of Frost, 
PLLC, independent public 
accountants, 
and the 
unaudited interim 
consolidated balance 
sheet of 
the Borrower 
and its 
Subsidiaries as 
of 
August 
28, 
2021, 
and 
the 
related 
consolidated 
statements 
of 
operations, 
comprehensive 
income(loss), 
shareholder’s 
equity 
and 
cash 
flows 
of 
the 
Borrower 
and 
its 
Subsidiaries
for 
the 
three (3) months 
then ended, 
heretofore furnished 
to the 
Administrative Agent 
and the 
Lenders, 
fairly present in all 
material respects the consolidated 
financial condition of the 
Borrower and its 
Subsidiaries
at said 
dates and 
the consolidated 
results of 
their operations 
and cash 
flows for 
the 
periods then ended in conformity with 
GAAP applied on a consistent basis. 
Neither the Borrower
nor any of its Subsidiaries has 
contingent liabilities which are material to 
it other than as indicated 






-68-
on such 
financial statements 
or, with respect 
to future 
periods, on 
the financial 
statements furnished 
pursuant to Section 8.5. 

Section 6.6. 
No Material Adverse 
Change. 

Since May 29, 
2021, there has 
been no change 
in the condition (financial 
or otherwise) or business 
prospects of any 
Loan Party or any 
Subsidiary 
of 
a 
Loan 
Party except 
those 
occurring 
in 
the ordinary 
course 
of 
business or 
as disclosed 
in its 
filings with the SEC, none of which 
individually or in the aggregate could 
reasonably be expected 
to have a Material Adverse Effect. 

Section 6.7. 
Full 
Disclosure
. 
The 
statements 
and 
information 
furnished 
to 
the 
Administrative Agent 
and the 
Lenders in 
connection with 
the negotiation 
of this 
Agreement and 
the 
other 
Loan 
Documents 
and 
the 
commitments 
by 
the 
Lenders 
to 
provide 
all 
or 
part 
of 
the 
financing contemplated 
hereby do 
not contain 
any untrue 
statements of 
a material 
fact or 
omit a 
material fact necessary 
to make the 
material statements contained 
herein or therein 
not misleading, 
the Administrative 
Agent and the 
Lenders acknowledging that 
as to 
any projections furnished 
to 
the 
Administrative 
Agent 
and 
the 
Lenders, 
the 
Loan 
Parties 
only 
represent 
that 
the 
same 
were 
prepared on 
the basis 
of information and 
estimates the 
Loan Parties 
believed to 
be reasonable in 
light of 
the then 
existing conditions. 
The Administrative 
Agent and 
Lenders recognize 
that any 
projections are 
not to 
be viewed 
as facts 
and that 
the actual 
results during 
the period 
or periods 
covered by such projections may vary from such 
projections. 
Notwithstanding the foregoing, it is 
understood and agreed 
that the periodic 
reports and other 
information of Borrower 
filed with the 
SEC pursuant 
to Section 
13 of 
the Exchange 
Act speak 
as of 
the date 
of such 
reports or 
other filings 
and not of any 
subsequent time and, therefore, 
the representation set forth 
in the first sentence 
of 
this paragraph is applicable to the information contained in such reports or other filings only 
as of 
the date 
of such 
reports or 
other filings. 
Additionally, 
notwithstanding anything 
to the 
contrary 
contained 
herein, 
the 
representation 
in 
the 
first 
sentence 
of 
this 
paragraph 
shall 
not 
apply 
to 
forward-looking information contained in the filings made by Borrower with the SEC pursuant to 
Section 13 
of 
the 
Exchange 
Act, 
and 
the 
Borrowers 
shall 
have 
no 
liability 
with 
respect 
to 
such 
forward-looking information, except to the 
extent that Borrower would have 
liability to investors 
in its 
public securities 
under the 
Exchange Act 
after the 
application of 
Section 21E 
of the 
Exchange 
Act. 
Section 6.8. 
Trademarks, 
Franchises, 
and 
Licenses
. 
The 
Loan 
Parties 
and 
their 
Subsidiaries 
own, 
possess, 
or 
have 
the 
right 
to 
use 
all 
necessary 
patents, 
licenses, 
franchises, 
trademarks, 
trade 
names, 
trade 
styles, 
copyrights, 
trade 
secrets, 
know 
how, 
and 
confidential 
commercial 
and 
proprietary 
information 
to 
conduct 
their 
businesses 
as 
now conducted, 
without 
known conflict 
with any 
patent, license, 
franchise, trademark, 
trade name, 
trade style, 
copyright 
or other proprietary right of any other Person. 
Section 6.9. 
Governmental 
Authority 
and 
Licensing. 
 
The 
Loan 
Parties 
and 
their 
Subsidiaries 
have 
received 
all 
licenses, 
permits, 
and 
approvals 
of 
all 
federal, 
state, 
and 
local 
governmental 
authorities, 
if 
any, 
necessary 
to 
conduct 
their 
businesses, 
in 
each 
case 
where 
the 
failure to 
obtain or 
maintain the 
same could 
reasonably be 
expected to 
have a 
Material Adverse 
Effect. 
No 
investigation 
or 
proceeding 
which, 
if 
adversely 
determined, 
could 
reasonably 
be 
expected to result in revocation 
or denial of any 
material license, permit or approval 
is pending or, 
to the knowledge of any Loan Party, threatened in writing.






-69-
Section 6.10. 
Good Title
. 
The Borrower and 
its Subsidiaries have 
good and defensible 
title 
(or valid 
leasehold interests) 
to their 
assets as 
reflected on 
the most 
recent consolidated 
balance 
sheet of the Borrower and its Subsidiaries 
furnished to the Administrative Agent and the 
Lenders 
(except for sales of assets in 
the ordinary course of business), subject 
to no Liens other than such 
thereof as are permitted by Section 8.8. 

Section 6.11. 
Litigation 
and 
Other 
Controversies. 

Except 
as 
set 
forth 
in 
Schedule 
6.11, 
there is no litigation 
or governmental or arbitration proceeding 
or labor controversy pending, 
nor 
to 
the 
knowledge 
of 
any 
Loan 
Party 
threatened, 
against 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan Party 
or any 
of their 
respective Property 
which if 
adversely determined, 
individually or 
in 
the aggregate, could reasonably be expected to have a Material Adverse Effect. 
Section 6.12. 
Taxes
. 
All federal and material state, local, and foreign Tax returns required 
to be filed 
by any Loan 
Party or any 
Subsidiary of a 
Loan Party in 
any jurisdiction have, 
in fact, 
been filed, and 
all Taxes 
upon any Loan 
Party or any 
Subsidiary of a 
Loan Party or 
upon any of 
their respective 
Property, 
income or 
franchises, which 
are shown 
to be 
due and 
payable in 
such 
returns, 
have 
been 
paid, 
except 
such Taxes, 
if 
any, 
as 
are 
being 
contested 
in 
good 
faith 
and 
by 
appropriate proceedings 
which prevent 
enforcement of 
the matter 
under contest 
and as 
to which 
adequate 
reserves 
established 
in 
accordance 
with 
GAAP 
have 
been 
provided. 
No 
Loan 
Party 
knows of any proposed additional 
Tax assessment against it or its Subsidiaries for which 
adequate 
provisions in accordance with GAAP have 
not been made on their 
accounts. 
Adequate provisions 
in accordance with GAAP for Taxes 
on the books of each Loan Party and each of its Subsidiaries 
have been made for all open years, and for its current fiscal period. 
Section 6.13. 
Approvals
. 
No authorization, 
consent, license 
or exemption 
from, or 
filing 
or 
registration 
with, 
any 
court 
or 
governmental 
department, 
agency 
or 
instrumentality, 
nor 
any 
approval or consent of any other Person, is or will be necessary to the valid execution, delivery or 
performance by any Loan Party or any Subsidiary of a Loan Party of any Loan Document, except 
for (i) such approvals which have been obtained prior to the date of this Agreement and remain in 
full force and effect 
and (ii) filings which are necessary 
to perfect the security interests 
under the 
Collateral Documents. 
Section 6.14. 
Affiliate Transactions 
. 

No Loan 
Party nor 
any of 
its Subsidiaries 
is a 
party 
to any 
contracts or 
agreements with 
any of 
its Affiliates 
on terms 
and conditions 
which are 
less 
favorable 
to 
such 
Loan Party 
or 
such Subsidiary 
than 
would 
be 
usual 
and 
customary 
in 
similar 
contracts or agreements between Persons not affiliated with each other.
Section 6.15. 
Investment 
Company. 

No 
Loan 
Party 
nor 
any 
of 
its 
Subsidiaries 
is 
an 
“investment 
company” 
or 
a 
company 
“controlled” 
by 
an 
“investment 
company” 
within 
the 
meaning of the Investment Company Act of 1940, as amended. 

 
Section 6.16. 
ERISA
. 
Except as 
would not 
reasonably be 
expected to 
result in 
a Material 
Adverse Effect, 
each Loan Party 
and each other 
member of its 
Controlled Group has 
fulfilled its 
obligations under the minimum funding standards of 
and is in compliance in all material 
respects 
with ERISA 
and the 
Code to 
the extent 
applicable to 
it and 
has not 
incurred any 
liability to 
the 
PBGC or a 
Plan under Title 
IV of ERISA 
other than a 
liability to the 
PBGC for premiums 
under 






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Section 4007 
of 
ERISA. 
Except 
as 
would 
not 
reasonably 
be 
expected 
to 
result 
in 
a 
Material 
Adverse Effect, no Loan Party or any 
of its Subsidiaries has any contingent liabilities 
with respect 
to any post-retirement 
benefits under a 
Welfare Plan, other than 
liability for continuation 
coverage 
described in article 6 of Title I of ERISA. 
Section 6.17. 
Compliance 
with 
Laws
. 
(a) The 
Loan 
Parties 
and 
their 
Subsidiaries 
are 
in 
compliance with all 
Legal Requirements applicable 
to or pertaining 
to their Property 
or business 
operations, where any such non-compliance, individually or in the 
aggregate, could reasonably be 
expected to have a Material Adverse Effect. 

 
(b) 
Except for such matters, individually 
or in the aggregate, which could 
not reasonably 
be expected 
to result 
in a 
Material Adverse 
Effect, 
the Loan 
Parties represent 
and warrant 
that: 

(i) the Loan 
Parties and 
their Subsidiaries, 
and each 
of the 
Premises, comply 
in all 
material respects 
with all applicable 
Environmental Laws; (ii) the 
Loan Parties and 
their Subsidiaries have 
obtained, 
maintain 
and 
are 
in 
compliance 
with 
all 
approvals, 
permits, 
or 
authorizations 
of 
Governmental 
Authorities required for their operations 
and each of the Premises; 
(iii) the Loan Parties and their 
Subsidiaries have not, and no Loan Party has knowledge 
of any other Person who has, caused any 
Release, threatened Release or disposal of any Hazardous Material or any other waste or product, 
including manure, 
at, on, 
or from 
any of 
the Premises 
in violation 
of any 
Environmental Laws; 
(iv) the Loan Parties and their Subsidiaries are not subject to and have not received written notice 
of any material Environmental Claim involving any Loan Party or 
any Subsidiary of a Loan Party 
or any of the Premises, and, to the knowledge of the Loan Parties and their Subsidiaries, there are 
no conditions or occurrences 
at any of 
the Premises which could 
reasonably be anticipated to 
form 
the 
basis 
for 
such 
a 
material 
Environmental 
Claim; 
(v) none 
of 
the 
Premises 
contain 
and 
have 
contained any sites 
on or nominated 
for the National 
Priority List or 
similar state list; 
(vi) the Loan 
Parties 
and 
their 
Subsidiaries 
have 
conducted 
no 
Hazardous 
Material 
Activity 
at 
any 
of 
the 
Premises 
except in 
compliance with 
Environmental Laws; 
(vii) except for 
permits, licenses 
and 
other 
legal 
requirements 
required 
in 
the 
ordinary 
course 
of 
business 
none 
of 
the 
Premises 
are 
subject to any, 
and no Loan 
Party has knowledge 
of any imminent, 
restriction on the 
ownership, 
occupancy, 
use or 
transferability of 
the Premises in 
connection with 
any (1) Environmental 
Law 
or 
(2) Release, 
threatened 
Release 
or 
disposal 
of 
a 
Hazardous 
Material, 
waste 
or 
product; 
and 
(viii) the 
Loan 
Parties 
and 
their 
Subsidiaries 
have 
no 
knowledge 
of 
any 
material 
capital 
expenditures 
necessary 
to 
bring 
the 
Premises 
or 
their 
respective 
businesses 
or 
equipment 
into 
compliance with Environmental Laws. 

 
(c) 
Each 
Loan 
Party 
and 
each 
of 
its 
Subsidiaries 
is 
in 
material 
compliance 
with 
all 
Anti-Corruption Laws. 
To the knowledge of 
the Responsible 
Officers of the 
Loan Parties, 
no Loan 
Party 
nor 
any 
Subsidiary 
has 
made 
a 
payment, 
offering, 
or 
promise 
to 
pay, 
or 
authorized 
the 
payment of, money or anything of 
value (a) in order to assist 
in obtaining or retaining business for 
or 
with, 
or 
directing 
business 
to, 
any 
foreign 
official, 
foreign 
political 
party, 
party 
official 
or 
candidate 
for 
foreign 
political 
office, 
(b) to 
a 
foreign 
official, 
foreign 
political 
party 
or 
party 
official or any candidate for foreign political office, 
and (c) with the intent to induce the recipient 
to 
misuse 
his 
or 
her 
official 
position 
to 
direct 
business 
wrongfully 
to 
such 
Loan 
Party 
or 
such 
Subsidiary 
or 
to 
any 
other 
Person, 
in 
violation 
of 
any 
Anti-Corruption 
Laws, 
which 
could 
reasonably be expected to result in a Material Adverse Effect. 






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Section 6.18. 
OFAC
. 
(a) Each Loan Party is 
in compliance in 
all material respects with 
the 
requirements of all 
OFAC 
Sanctions Programs applicable 
to it, (b) each 
Subsidiary of each Loan 
Party 
is 
in 
compliance 
in 
all 
material 
respects 
with 
the 
requirements 
of 
all 
OFAC 
Sanctions 
Programs applicable 
to such 
Subsidiary, 
(c) each Loan 
Party has 
provided to 
the Administrative 
Agent, 
the L/C 
Issuer, 
and 
the 
Lenders 
all 
information 
requested 
by 
them 
regarding 
such 
Loan 
Party and 
its Affiliates 
and Subsidiaries 
necessary for 
the Administrative 
Agent, the 
L/C Issuer, 
and the Lenders to 
comply with all applicable OFAC 
Sanctions Programs, and (d) no 
Loan Party 
nor any 
of its 
Subsidiaries nor, 
to the 
knowledge of 
any Loan 
Party, any officer, director 
or Affiliate 
of 
any 
Loan 
Party 
or 
any 
of 
its 
Subsidiaries, 
is 
a 
Person, 
that 
is, 
or 
is 
owned 
or 
controlled 
by 
Persons 
that 
are, 
(i) the 
target 
of 
any 
OFAC 
Sanctions 
Programs 
or 
(ii) located, 
organized 
or 
resident 
in 
a 
country 
or 
territory 
that 
is, 
or 
whose 
government 
is, 
the 
subject 
of 
any 
OFAC 
Sanctions Programs. 
Section
6.19.
Labor Matters. 

There are 
no strikes, 
lockouts or 
slowdowns against 
any Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
pending 
or, 
to 
the 
knowledge 
of 
any 
Loan 
Party, 
threatened. 
There are 
no collective 
bargaining 
agreements in 
effect 
between any 
Loan Party 
or 
any Subsidiary of a Loan Party and any 
labor union; and no Loan Party nor any 
of its Subsidiaries 
is 
under 
any 
obligation 
to 
assume 
any 
collective 
bargaining 
agreement 
to 
or 
conduct 
any 
negotiations with any labor union with respect to any future agreements. 
Each Loan Party and its 
Subsidiaries 
have 
remitted 
on 
a 
timely 
basis 
all 
amounts 
required 
to 
have 
been 
withheld 
and 
remitted 
(including 
withholdings 
from 
employee 
wages 
and 
salaries 
relating 
to 
income 
tax, 
employment 
insurance, 
and 
pension 
plan 
contributions), 
goods 
and 
services 
tax 
and 
all 
other 
amounts 
which 
if 
not 
paid 
when 
due 
could 
result 
in 
the 
creation 
of 
a 
Lien 
against 
any 
of 
its 
Property, 
except for 
Liens permitted 
by Section 8.8, 
or which 
would not 
reasonably be 
expected 
to result 
in a 
Material Adverse 
Effect or 
which are 
being contested 
in good 
faith by 
appropriate 
proceedings which prevent enforcement of any Lien with respect thereto.
Section 6.20. 
Other Agreements
. 
No Loan 
Party nor 
any of 
its Subsidiaries 
is in 
default 
under the terms of any covenant, 
indenture or agreement of or affecting 
such Person or any of its 
Property, which default 
if uncured 
could reasonably 
be expected 
to have 
a Material 
Adverse Effect. 

Section 6.21. 
Solvency
. 
The 
Loan 
Parties and 
their 
Subsidiaries 
are 
solvent, 
able 
to 
pay 
their 
debts 
as 
they 
become 
due, 
and 
have 
sufficient 
capital 
to 
carry 
on 
their 
business 
and 
all 
businesses in which they are about to engage. 
Section 6.22. 
No Default. 

No Default has occurred and is continuing.
Section 6.23. 
No Broker Fees. 

No broker’s or finder’s 
fee or commission will be 
payable 
with respect hereto 
or any of 
the transactions contemplated 
thereby; and the 
Loan Parties hereby 
agree to indemnify 
the Administrative Agent, 
the L/C Issuer, 
and the Lenders 
against, and agree 
that they will hold the 
Administrative Agent, the L/C Issuer, 
and the Lenders harmless from, 
any 
claim, demand, or liability for 
any such broker’s or 
finder’s fees alleged to 
have been incurred in 
connection herewith or therewith and 
any expenses (including reasonable attorneys’ 
fees) arising 
in connection with any such claim, demand, or liability.






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S
ECTION
 
7. 
C
ONDITIONS 
P
RECEDENT
. 
Section 7.1. 
All Credit Events
. 
At the time of each Credit Event hereunder: 
 
(a) 
each of the 
representations and warranties 
set forth herein 
and in the 
other 
Loan 
Documents 
shall be 
and 
remain 
true 
and correct 
in 
all 
material 
respects 
as 
of said 
time (where 
not already 
qualified by 
materiality, 
otherwise in 
all respects), 
except to 
the 
extent 
the 
same 
expressly 
relate 
to 
an 
earlier 
date, 
in 
which 
case 
they 
shall 
be 
true 
and 
correct in all material respects (where not already qualified by materiality, otherwise in all 
respects) as of such earlier date; 
 
(b) 
no Default shall have occurred 
and be continuing or would 
occur as a result 
of such Credit Event; 

 
(c) 
after giving 
effect to 
such extension 
of credit 
the aggregate 
principal amount 
of 
all 
Swingline 
Loans, 
Revolving 
Loans 
and 
L/C 
Obligations 
outstanding 
under 
this 
Agreement shall not exceed the Revolving Credit Commitments; 

 
(d) 
in the case 
of a Borrowing 
the Administrative Agent 
shall have received 
the 
notice 
required 
by 
Section 2.6, 
in 
the 
case 
of 
the 
issuance 
of 
any 
Letter 
of 
Credit 
the 
L/C Issuer 
shall 
have 
received 
a 
duly 
completed 
Application 
for 
such 
Letter 
of 
Credit 
together with any 
fees called for 
by Section 3.1, and, 
in the case 
of an extension 
or increase 
in the 
amount of 
a Letter 
of Credit, 
a written 
request therefor 
in a 
form acceptable 
to the 
L/C Issuer together with fees called for by Section 3.1; and 
 
(e) 
such 
Credit 
Event 
shall 
not 
violate 
any 
order, 
judgment 
or 
decree 
of 
any 
court 
or 
other 
authority 
or 
any 
provision 
of 
law 
or 
regulation 
applicable 
to 
the 
Administrative 
Agent, 
the 
L/C Issuer 
or 
any 
Lender 
(including, 
without 
limitation, 
Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. 
Each request 
for a 
Borrowing hereunder 
and each 
request for 
the issuance 
of, increase 
in 
the amount 
of, or 
extension of 
the expiration 
date of, 
a Letter 
of Credit 
shall be 
deemed to 
be a 
representation 
and 
warranty 
by 
the 
Borrower 
on 
the 
date 
on 
such 
Credit 
Event 
as 
to 
the 
facts 
specified in subsections (a) 
through (d), both 
inclusive, of this 
Section; 
provided, however, 
that the 
Lenders may continue to 
make advances under the 
Revolving Facility, in the sole discretion of 
the 
Lenders 
with 
Revolving 
Credit 
Commitments, 
notwithstanding 
the 
failure 
of 
the 
Borrower 
to 
satisfy one or more of 
the conditions set forth above 
and any such advances so 
made shall not be 
deemed a waiver of any Default or other condition set forth above that may then exist. 

Section 7.2. 
Initial Credit Event. 

Before or concurrently with the Initial Credit Event:
 
(a) 
the Administrative Agent 
shall have received 
this Agreement duly 
executed 
by 
the 
Borrower 
and 
its 
Wholly-owned 
Subsidiaries 
that 
are 
Domestic 
Subsidiaries, 
as 
Guarantors, the L/C Issuer, and the Lenders; 






-73-
 
(b) 
if requested 
by any 
Lender, 
the Administrative 
Agent shall 
have received 
for such Lender such Lender’s duly executed Notes 
of the Borrower dated the date hereof 
and otherwise in compliance with the provisions of Section 2.10; 
 
(c) 
the 
Administrative 
Agent 
shall 
have 
received 
the 
Reaffirmation, 
Modification and Omnibus 
Joinder Agreement dated 
as of the 
date hereof, duly 
executed 
by the 
Loan Parties, 
together with 
(i) UCC financing 
statements to 
be filed 
against each 
Loan 
Party, 
as 
debtor, 
in 
favor 
of 
the 
Administrative 
Agent, 
as 
secured 
party, 
and 
(ii) deposit 
account 
control 
agreements 
to 
the 
extent 
requested 
by 
the 
Administrative 
Agent; 

 
(d) 
the Administrative Agent shall 
have received evidence of 
insurance in form 
and substance satisfactory to the Administrative Agent; 
 
(e) 
the Administrative 
Agent shall 
have received 
copies of 
each Loan 
Party’s 
articles 
of 
incorporation 
and 
bylaws 
(or 
comparable 
organizational 
documents) 
and 
any 
amendments thereto, 
certified in 
each instance 
by its 
Secretary or 
Assistant Secretary 
(or 
comparable Responsible Officer); 
 
(f) 
the Administrative Agent shall 
have received copies of 
resolutions of each 
Loan 
Party’s 
Board 
of 
Directors 
(or 
similar 
governing 
body) 
authorizing 
the 
execution, 
delivery and performance of this 
Agreement and the other Loan Documents 
to which it is 
a 
party 
and 
the 
consummation 
of 
the 
transactions 
contemplated 
hereby 
and 
thereby, 
together with specimen signatures of 
the persons authorized to execute such 
documents on 
each 
Loan 
Party’s 
behalf, 
all 
certified 
in 
each 
instance 
by 
its 
Secretary 
or 
Assistant 
Secretary (or comparable Responsible Officer); 
 
(g) 
the 
Administrative 
Agent shall 
have received 
copies 
of the 
certificates 
of 
good standing for each 
Loan Party (dated no 
earlier than 30 days prior 
to the date hereof) 
from the office of the secretary of the state of its incorporation or organization; 
 
(h) 
the 
Administrative 
Agent 
shall 
have 
received 
a 
list 
of 
the 
Borrower’s 
Authorized Representatives, 
which may 
be included 
in the 
certificate of 
the Secretary 
or 
Assistant Secretary (or comparable Responsible Officer) referenced in Sections 7.1(e) and 
(f); 
 
(i) 
Reserved
; 
 
(j) 
the Administrative 
Agent shall 
have received 
the initial 
fees called 
for by 
Section 3.1; 
 
(k) 
each 
Lender 
shall 
have 
received 
(i) audited 
financial 
statements 
and 
unaudited monthly 
financial statements 
(including an 
income statement, 
a balance 
sheet, 
and a 
cash flow 
statement) of 
the Loan 
Parties for 
the prior 
3 years, 
including unaudited 
quarterly financial statements for the 
period ended August 28, 2021, 
and 5-year projected 
financial statements, certified to 
by a Financial Officer 
of the Borrower (and 
each Lender 






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hereby acknowledges that it has received copies of each of the foregoing items); and (ii) a 
certificate from a Responsible Officer of the Borrower certifying that since May 29, 2021, 
no Material Adverse Effect has occurred; 
 
(l) 
the Administrative Agent shall have 
received financing statement, tax, and 
judgment 
lien 
search 
results 
against 
each 
Loan 
Party 
and 
its 
Property 
evidencing 
the 
absence of Liens thereon except as permitted by Section 8.8; 
 
(m) 
the Administrative Agent shall have received the favorable written opinion 
of 
counsel 
to 
each 
Loan 
Party, 
in 
form 
and 
substance 
satisfactory 
to 
the 
Administrative 
Agent; 

 
(n) 
each 
of 
the 
Lenders 
shall 
have 
received, 
sufficiently 
in 
advance 
of 
the 
Closing 
Date, 
all 
documentation 
and 
other 
information 
requested 
by 
any 
such 
Lender 
required 
by 
bank 
regulatory 
authorities 
under 
applicable 
“know 
your 
customer” 
and 
anti-money 
laundering 
rules 
and 
regulations, 
including 
without 
limitation, 
the 
United 
States 
Patriot 
Act 
(Title III 
of 
Pub. L. 107-56 
(signed 
into 
law 
October 26, 
2001)) 
including, 
without 
limitation, 
the 
information 
described 
in 
Section 13.24; 
and 
the 
Administrative Agent shall have received a fully executed Internal Revenue Service Form 
W-9 (or its equivalent) for the Borrower and each other Loan Party; 
 
(o) 
at least 
5 days 
prior to 
the Closing 
Date, any 
Borrower that 
qualifies as 
a 
“legal 
entity 
customer” 
under 
the 
Beneficial 
Ownership 
Regulation 
shall 
deliver 
a 
Beneficial Ownership Certification in relation to such Borrower; and 
 
(p) 
the 
Administrative 
Agent 
shall 
have 
received 
such 
other 
agreements, 
instruments, 
documents, 
certificates, 
and 
opinions 
as 
the 
Administrative 
Agent 
may 
reasonably request. 

S
ECTION
 
8. 
C
OVENANTS
. 
Each Loan Party agrees that, so long 
as any credit is available to or 
in use by the Borrower 
hereunder, 
except to 
the extent 
compliance in 
any case 
or cases 
is waived 
in writing 
pursuant to 
the terms of Section 13.3. 
Section 8.1. 
Maintenance of Business. 
 
(a) 
Each 
Loan 
Party 
shall, 
and 
shall 
cause 
each 
of 
its 
Subsidiaries 
to, 
preserve 
and 
maintain its 
existence, except 
as otherwise 
provided in 
Section 8.10(c); 
provided, 
however,
 
that 
nothing in this 
Section shall prevent the 
Borrower from dissolving any 
of its Subsidiaries 
if such 
action 
is, 
in 
the 
reasonable 
business 
judgment 
of 
the 
Borrower, 
desirable 
in 
the 
conduct 
of 
its 
business and is not disadvantageous in any material respect to the Lenders. 

 
(b) 
Each Loan Party shall, and 
shall cause each of its 
Subsidiaries to, preserve and keep 
in force 
and effect 
all licenses, 
permits, franchises, 
approvals, patents, 
trademarks, trade 
names, 






-75-
trade styles, copyrights, 
and other proprietary 
rights necessary 
to the proper 
conduct of its 
business 
where the failure to do so could reasonably be expected to have a Material Adverse Effect. 
 
Section 8.2. 
Maintenance of 
Properties. 

Each Loan 
Party shall, 
and shall 
cause each 
of 
its Subsidiaries to, maintain, preserve, and keep its property, 
plant, and equipment in good repair, 
working order and condition (ordinary wear and tear excepted), and shall from time to time make 
such repairs, renewals, replacements, additions, 
and betterments thereto as it deems 
appropriate in 
its reasonable business judgment so that the usefulness thereof shall be preserved 
and maintained, 
except to the extent that, 
in the reasonable business judgment of 
such Person, any such Property is 
no longer necessary for the proper conduct of the business of such Person.
Section 8.3. 
Taxes 
and Assessment
s. 
Each Loan Party 
shall duly pay and 
discharge, and 
shall cause each of its Subsidiaries to duly pay and discharge, 
all federal and material state, local, 
and 
foreign 
Taxes, 
rates, 
assessments, 
fees, 
and 
governmental 
charges 
upon 
or 
against 
it 
or 
its 
Property, 
in 
each 
case 
before 
the 
same 
become 
delinquent 
and 
before 
penalties 
accrue 
thereon, 
unless 
and 
to 
the 
extent 
that 
the 
same 
are 
being 
contested 
in 
good 
faith 
and 
by 
appropriate 
proceedings 
which 
prevent 
enforcement 
of 
the 
matter 
under 
contest 
and 
adequate 
reserves 
are 
provided therefor. 
Section 8.4. 
Insurance. 

Each Loan 
Party shall 
insure and 
keep insured, 
and shall 
cause 
each 
of 
its 
Subsidiaries 
to 
insure 
and 
keep 
insured, 
with 
good 
and 
responsible 
insurance 
companies, all insurable Property 
owned by it which 
is of a character 
usually insured by Persons 
similarly situated and 
operating like Properties 
against loss or 
damage from such 
hazards and risks 
(including 
flood 
insurance 
with 
respect 
to 
any 
improvements 
on 
real 
Property 
consisting 
of 
building or parking 
facilities in an 
area designated by 
a governmental body 
as having special 
flood 
hazards), 
and 
in 
such 
amounts 
and 
with 
such 
deductibles, 
as 
are 
insured 
by 
Persons 
similarly 
situated 
and 
operating 
like 
Properties, 
but 
in 
no 
event 
at 
any 
time 
in 
an 
amount 
less 
than 
the 
replacement value of the 
Collateral, subject to deductibles. 
Each Loan Party shall 
also maintain, 
and shall cause each of its Subsidiaries to maintain, insurance with respect to the business of such 
Loan 
Party 
and 
its 
Subsidiaries, 
covering 
commercial 
general 
liability, 
statutory 
worker’s 
compensation 
and 
occupational 
disease, 
statutory 
structural 
work 
act 
liability, 
and 
business 
interruption and such other 
risks with good and 
responsible insurance companies, in 
such amounts 
and on such terms as the 
Administrative Agent or the Required Lenders 
shall reasonably request, 
but in any event as and to the extent usually insured 
by Persons similarly situated and conducting 
similar businesses. 
The Loan Parties shall 
in any event maintain 
insurance on the Collateral 
to the 
extent 
required 
by 
the 
Collateral 
Documents. 
All 
such 
policies 
of 
insurance 
shall 
contain 
satisfactory mortgagee/lender’s loss payable 
endorsements, naming the Administrative Agent 
(or 
its security trustee) as mortgagee or 
a loss payee, assignee or additional insured, 
as appropriate, as 
its interest may 
appear, and showing 
only such 
other loss 
payees, assignees 
and additional insureds 
as are 
satisfactory 
to the 
Administrative 
Agent. 
Each policy 
of insurance 
or endorsement 
shall 
contain a clause 
requiring the insurer 
to give not 
less than thirty (30) 
days’ (ten (10) days’ in 
the 
case of 
nonpayment of 
insurance premiums) 
prior written 
notice to 
the Administrative 
Agent in 
the event of 
cancellation of the 
policy for any 
reason whatsoever. 
The Borrower shall 
deliver to 
the Administrative 
Agent (a) on 
the Closing 
Date and 
at such 
other times 
as the 
Administrative 
Agent 
shall 
reasonably 
request, 
certificates 
evidencing 
the 
maintenance 
of 
insurance 
required 
hereunder, 
(b) prior 
to 
the 
termination 
of 
any 
such 
policies, 
certificates 
evidencing 
the 
renewal 






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thereof, and 
(c) promptly following 
request by 
the Administrative 
Agent, copies 
of all 
insurance 
policies 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries. 
The 
Borrower 
also 
agrees 
to 
deliver 
to 
the 
Administrative Agent, promptly 
as rendered, true 
copies of all 
reports made in 
any reporting forms 
to insurance companies. 
Section 8.5. 
Financial 
Reports. 

The 
Loan 
Parties 
shall, 
and 
shall 
cause 
each 
of 
their 
Subsidiaries to, 
maintain proper 
books of 
records and 
accounts reasonably 
necessary to 
prepare 
financial statements 
required to 
be delivered 
pursuant to 
this Section 
8.5 in 
accordance with 
GAAP 
and shall furnish to the Administrative Agent and each Lender:
 
(a) 
as soon as 
available, and in 
any event no 
later than 45 days 
after the last 
day 
of each 
fiscal quarter 
of each 
fiscal year 
of the 
Borrower, a copy 
of the 
consolidated balance 
sheet of the 
Borrower and its 
Subsidiaries
as of the last 
day of such fiscal 
quarter and the 
related consolidated statement 
of operations, comprehensive 
income (loss), shareholder’s 
equity, 
and cash 
flows of 
the Borrower 
and its 
Subsidiaries for 
the fiscal 
quarter and 
for 
the fiscal year-to-date period 
then ended, each 
in reasonable detail 
showing in comparative 
form the figures for the 
corresponding date and period in 
the previous fiscal year, prepared 
by the Borrower in accordance with GAAP (subject to the absence of footnote disclosures 
and year-end audit adjustments) and certified to by a Financial Officer of the Borrower; 
 
(b) 
as soon as 
available, and in 
any event no 
later than 90 days 
after the last 
day 
of 
each 
fiscal 
year 
of 
the 
Borrower, 
a 
copy 
of 
the 
consolidated 
balance 
sheet 
of 
the 
Borrower and its 
Subsidiaries as of 
the last day 
of the fiscal 
year then ended 
and the related 
consolidated statement of 
operations, comprehensive income 
(loss), shareholder’s 
equity, 
and 
cash 
flows 
of 
the 
Borrower 
and 
its 
Subsidiaries 
for 
the 
fiscal 
year 
then 
ended, 
and 
accompanying notes 
thereto, 
each 
in reasonable 
detail 
showing in 
comparative form 
the 
figures for the 
previous fiscal year, 
accompanied in the 
case of the 
consolidated financial 
statements by an 
unqualified opinion of 
Frost, PLLC or 
another firm of independent 
public 
accountants of recognized standing, 
selected by the Borrower 
and reasonably satisfactory 
to the 
Administrative Agent, 
to the 
effect that 
the consolidated 
financial statements 
have 
been 
prepared 
in 
accordance 
with 
GAAP 
and 
present 
fairly 
in 
all 
material 
respects 
in 
accordance 
with 
GAAP 
the 
consolidated 
financial 
condition 
of 
the 
Borrower 
and 
its 
Subsidiaries as 
of the 
close of 
such fiscal 
year and 
the results 
of their 
operations for 
the 
fiscal year 
then ended 
and that 
an examination 
of such 
accounts in 
connection with 
such 
financial 
statements 
has 
been 
made 
in 
accordance 
with 
generally 
accepted 
auditing 
standards and, accordingly, such examination 
included such tests 
of the accounting 
records 
and such other auditing procedures as were considered necessary in the circumstances; 

 
(c) 
promptly after receipt 
thereof, any additional 
written reports, management 
letters or other detailed information contained in writing concerning significant 
aspects of 
any Loan 
Party’s 
or any of 
its Subsidiary’s 
operations and 
financial affairs 
given to 
it by 
its independent public accountants; 
 
(d) 
promptly 
after 
the 
sending 
or 
filing 
thereof, 
copies 
of 
each 
financial 
statement, report, notice or proxy statement sent by any Loan Party or any Subsidiary of a 
Loan Party to its stockholders or other equity holders, and copies of each regular, periodic 






-77-
or special 
report, registration 
statement or 
prospectus (including 
all Form 
10-K, Form 
10-Q 
and Form 8-K reports) filed by any Loan 
Party or any Subsidiary of a Loan Party with 
any 
securities exchange or the SEC or any successor agency; 
 
(e) 
promptly after receipt thereof, a copy of any financial audit report made by 
any regulatory agency 
of the books 
and records of 
any Loan Party 
or any Subsidiary 
of a 
Loan Party that gives notice 
of any noncompliance with any 
applicable law, 
regulation or 
guideline relating to any 
Loan Party or any 
Subsidiary of a Loan 
Party or their respective 
business which could reasonably be expected to have a Material Adverse Effect; 

 
(f) 
as soon as available, and in any event no later than 45 days after 
the end of 
each 
fiscal 
year 
of 
the Borrower, 
a 
copy 
of 
the 
consolidated 
and 
consolidating 
business 
plan for the Borrower and its Subsidiaries for the following fiscal year, such business plan 
to show the 
projected consolidated and 
consolidating revenues, expenses 
and balance sheet 
of the Borrower and 
its Subsidiaries on a 
quarter-by-quarter basis, such business plan 
to be 
in 
reasonable 
detail 
prepared 
by 
the 
Borrower 
and 
in 
form 
satisfactory 
to 
the 
Administrative 
Agent 
(which 
shall 
include 
a 
summary 
of 
all 
assumptions 
made 
in 
preparing such business plan); 
 
(g) 
notice of any Change of Control; 

 
(h) 
promptly after 
knowledge thereof 
shall have 
come to 
the attention 
of any 
Responsible 
Officer 
of 
any 
Loan 
Party, 
written 
notice 
of 
(i) any 
threatened 
or 
pending 
litigation or governmental or arbitration proceeding or labor controversy against any Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
or 
any 
of 
their 
Property 
which, 
if 
adversely 
determined, could 
reasonably 
be expected 
to 
have a 
Material 
Adverse Effect 
and would 
require 
disclosure 
in 
a 
report 
to 
be 
filed 
with 
the 
SEC 
under 
the 
Exchange 
Act, 
(ii) the 
occurrence of any Material Adverse Effect, or (iii) the occurrence of any Default; 

 
(i) 
with each 
of the 
financial statements 
delivered pursuant 
to subsections (a) 
and 
(b) 
above, a 
written certificate 
in 
the form 
attached 
hereto 
as Exhibit 
E 
signed by 
a 
Financial Officer of the Borrower to the effect that to the best of such officer’s knowledge 
and belief no Default has occurred during the period covered by such statements or, if any 
such Default 
has occurred 
during such 
period, setting 
forth a 
description of 
such Default 
and 
specifying 
the 
action, 
if 
any, 
taken 
by 
the 
relevant 
Loan 
Party 
or 
its 
Subsidiary 
to 
remedy 
the 
same. 
Such 
certificate 
shall 
also 
set 
forth 
the 
calculations 
supporting 
such 
statements in respect of Section 8.22
(Financial Covenants); 

 
(j) 
Reserved
; and 
 
(k) 
promptly, 
from 
time 
to 
time, 
such 
other 
information 
regarding 
the 
operations, business affairs and financial condition of any Loan 
Party or any Subsidiary of 
a Loan Party, 
or compliance with the terms of any 
Loan Document, as the Administrative 
Agent or any Lender may reasonably request. 






-78-
Section 8.6. 
Inspection; Field Audits
. 
Each Loan Party 
shall, and shall 
cause each of 
its 
Subsidiaries 
to, 
permit 
the 
Administrative 
Agent 
and 
each 
Lender, 
and 
each 
of 
their 
duly 
authorized representatives and agents to 
visit and inspect any of 
its Property, corporate books, and 
financial records, to 
examine and make 
copies of its 
books of accounts 
and other financial 
records, 
and 
to 
discuss 
its 
affairs, 
finances, 
and 
accounts 
with, 
and 
to 
be 
advised 
as 
to 
the 
same 
by, 
its 
officers, 
employees and 
independent public 
accountants (and 
by this 
provision the 
Loan Parties 
hereby authorize such accountants to discuss with the Administrative Agent and such Lenders the 
finances 
and 
affairs 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries) 
at 
such 
reasonable 
times 
and 
intervals as the 
Administrative Agent or 
any such Lender 
may designate and, 
so long as 
no Default 
exists, 
with 
reasonable 
prior 
notice 
to 
the 
Borrower 
and 
compliance 
with 
the 
Borrower’s 
customary on-site policies 
applicable to visitors 
(bio-security, etc.). 
The Borrower shall 
pay to the 
Administrative Agent charges for field audits of the Collateral, 
inspections and visits to Property, 
inspections of 
corporate books 
and financial 
records, examinations 
and copies 
of books 
of accounts 
and financial record and 
other activities permitted in 
this Section performed by 
the Administrative 
Agent or 
its agents 
or third 
party firms, 
in such 
amounts as 
the Administrative 
Agent may 
from 
time 
to 
time 
request 
(the 
Administrative 
Agent 
acknowledging 
and 
agreeing 
that 
any 
internal 
charges 
for such 
audits and 
inspections 
shall 
be computed 
in the 
same manner 
as it 
at the 
time 
customarily uses 
for the 
assessment of 
charges for 
similar collateral 
audits); 
provided, 
however,
that in 
the absence 
of any 
Default, the 
Borrower shall 
not be 
required to 
pay the 
Administrative 
Agent for more than one (1) such audit per calendar year. 
Section 8.7.
Borrowings and Guaranties. 

No Loan Party shall, nor shall 
it permit any of 
its 
Subsidiaries 
to, 
issue, 
incur, 
assume, 
create 
or 
have 
outstanding 
any 
Indebtedness, 
or 
incur 
liabilities under any Hedging Agreement, or be or become liable as endorser, 
guarantor, surety or 
otherwise for any Indebtedness or undertaking of any Person, or otherwise agree to provide funds 
for payment 
of the 
obligations of 
another, 
or supply 
funds thereto 
or invest 
therein or 
otherwise 
assure a 
creditor of 
another against 
loss, or 
apply for 
or become 
liable to 
the issuer 
of a 
letter of 
credit which supports an obligation 
of another, or subordinate any claim or 
demand it may have to 
the claim 
or demand 
of any 
Person; 
provided, 
however,
 
that the 
foregoing shall 
not restrict 
nor 
operate to prevent:
 
(a) 
the Secured Obligations
of the Loan Parties and their Subsidiaries owing 
to 
the Administrative Agent and the Lenders (and their Affiliates); 
 
(b) 
purchase 
money 
indebtedness 
and 
Capitalized 
Lease 
Obligations 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries 
in 
an 
amount 
not 
to 
exceed 
$20,000,000 
in 
the 
aggregate at any one time outstanding; 
 
(c) 
obligations of the Loan Parties and their Subsidiaries arising out of interest 
rate, 
foreign 
currency, 
and 
commodity 
Hedging 
Agreements 
entered 
into 
with 
financial 
institutions 
in 
connection 
with 
bona 
fide 
hedging 
activities 
in 
the 
ordinary 
course 
of 
business and not for speculative purposes; 
 
(d) 
endorsement of 
items for 
deposit or 
collection of 
commercial paper 
received 
in the ordinary course of business; 







-79-
 
(e) 
intercompany advances from 
time to time 
owing between any 
of the Loan 
Parties and/or 
any of 
their Subsidiaries 
in the 
ordinary course 
of business, 
provided that 
the aggregate 
amount of 
all such 
intercompany advances 
made to 
Subsidiaries of 
a Loan 
Party that are not Loan Parties 
or Subsidiaries of a Loan Party that 
are not Wholly-owned 
Subsidiaries shall 
not exceed 
an aggregate 
amount of 
$20,000,000 during 
any fiscal 
year 
of the Borrower; 
 
(f) 
existing Indebtedness set forth on Schedule 8.7 hereto; 
 
(g) 
Indebtedness owed to 
any Person providing 
workers’ compensation, health, 
disability 
or 
other 
employee 
benefits 
(including 
contractual 
and 
statutory 
benefits) 
or 
property, 
casualty, 
liability 
or 
credit 
insurance, 
pursuant 
to 
reimbursement 
or 
indemnification obligations to such Person, in each case incurred in the ordinary course 
of 
business; 
 
(h) 
Indebtedness 
in 
respect 
of 
bids, 
trade 
contracts 
(other 
than 
for 
debt 
for 
borrowed money), leases (other 
than Capitalized Lease Obligations), 
statutory obligations, 
surety, 
stay, 
customs 
and 
appeal 
bonds, 
performance, 
performance 
and 
completion 
and 
return 
of 
money 
bonds, 
government 
contracts 
and 
similar 
obligations, 
in 
each 
case, 
provided in the ordinary course of business; 
 
(i) 
Indebtedness in respect of netting services, overdraft protection 
and similar 
arrangements, in each case, in connection with cash management and deposit accounts; 
 
(j) 
Indebtedness 
representing 
deferred 
compensation 
to 
directors, 
officers, 
employees of 
any Loan 
Party or 
any Subsidiary 
of a 
Loan Party 
incurred in 
the ordinary 
course of business; and 

 
(k) 
Indebtedness 
consisting 
of 
the 
financing 
of 
insurance 
premiums 
in 
the 
ordinary course of business; 

 
(l) 
Guarantees 
by 
a 
Loan 
Party 
of 
Indebtedness 
of 
another 
Loan 
Party 
otherwise permitted under this Section; 
 
(m) 
Indebtedness 
arising 
from 
agreements 
of 
a 
Loan 
Party 
or 
its 
Subsidiary 
providing 
for 
indemnification, 
adjustment 
of 
purchase 
or 
acquisition 
price 
or 
similar 
obligations, in each case, incurred or assumed in connection with a 
Permitted Acquisition; 

 
(n) 
Indebtedness 
of 
any 
Person 
that 
becomes 
a 
Subsidiary 
after 
the 
Closing 
Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions, in 
an 
amount 
not 
to 
exceed 
$50,000,000 
in 
the 
aggregate 
at 
any 
one 
time 
outstanding, 
provided
 
that such 
Indebtedness exists 
at the 
time the 
Person becomes 
a Subsidiary 
or at 
the 
time 
of 
such 
Permitted 
Acquisition 
and 
is 
not 
created 
in 
contemplation 
of 
or 
in 
connection therewith; 







-80-
 
(o) 
replacements, 
renewals, 
re-financings 
or 
extensions 
of 
any 
Indebtedness 
described 
in 
this 
Section 
that 
(i) does 
not 
exceed 
the 
aggregate 
principal 
amount 
(plus 
accrued 
interest 
and 
applicable 
premium 
and 
associated 
fees 
and 
expenses) 
of 
the 
Indebtedness 
being 
replaced, 
renewed, 
refinanced 
or 
extended, 
(ii) 
does 
not 
have 
a 
weighted average life to maturity at the time 
of such replacement, renewal, refinancing or 
extension that is less 
than the weighted average life 
to maturity of the Indebtedness 
being 
replaced, 
renewed, 
refinanced 
or 
extended, 
and 
(iii) does 
not 
rank 
at 
the 
time 
of 
such 
replacement, renewal, refinancing or 
extension senior to the 
Indebtedness being replaced, 
renewed, refinanced or extended; 

 
(p) 
unsecured 
indebtedness 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries 
not 
otherwise 
permitted 
by 
this 
Section 
in 
an 
amount 
not 
to 
exceed 
$400,000,000 
in 
the 
aggregate at any one time outstanding; and 
 
(q) 
indebtedness secured by Property of the 
Loan Parties and their Subsidiaries 
(other than the 
Collateral) in an 
amount not to 
exceed $200,000,000 in 
the aggregate at 
any 
one time outstanding. 
Section 8.8. 
Liens. 

No 
Loan 
Party 
shall, 
nor 
shall 
it 
permit 
any 
of 
its 
Subsidiaries 
to, 
create, incur or 
permit to exist 
any Lien of 
any kind on 
any Property owned 
by any such 
Person; 
provided, however,
 
that the foregoing shall not apply to nor operate to prevent:
 
(a) 
Liens 
arising 
by 
statute 
in 
connection 
with 
worker’s 
compensation, 
unemployment insurance, old 
age benefits, social 
security obligations, Taxes, assessments, 
statutory obligations or 
other similar charges 
(other than Liens 
arising under ERISA), 
good 
faith cash deposits in connection with tenders, contracts or leases 
to which any Loan Party 
or any Subsidiary of 
a Loan Party is 
a party or other 
cash deposits required to be 
made in 
the 
ordinary 
course 
of 
business, 
provided 
in 
each 
case 
that 
the 
obligation 
is 
not 
for 
borrowed 
money 
and 
that 
the 
obligation 
secured 
is 
not 
overdue 
or, 
if 
overdue, 
is 
being 
contested 
in 
good 
faith 
by 
appropriate 
proceedings 
which 
prevent 
enforcement 
of 
the 
matter under contest and adequate reserves have been established therefor; 
 
(b) 
mechanics’, 
workmen’s, 
materialmen’s, 
landlords’, 
carriers’ 
or 
other 
similar Liens arising 
in the ordinary 
course of 
business with respect 
to obligations 
which 
are not 
due or 
which are 
being contested 
in good faith 
by appropriate 
proceedings which 
prevent enforcement of the matter under contest; 
 
(c) 
judgment 
liens 
and 
judicial 
attachment 
liens 
not 
constituting 
an 
Event 
of 
Default under Section 9.1(g) 
and the pledge 
of assets for 
the purpose of 
securing an appeal, 
stay or discharge in 
the course of 
any legal proceeding, 
provided that the 
aggregate amount 
of 
such 
judgment 
liens 
and 
attachments 
and 
liabilities 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries 
secured 
by 
a 
pledge 
of 
assets 
permitted 
under 
this 
subsection, 
including 
interest and penalties thereon, if any, shall not be in excess of 
$25,000,000 at any one time 
outstanding; 







-81-
 
(d) 
Liens on 
equipment of 
any Loan 
Party or 
any Subsidiary 
of a 
Loan Party 
created 
solely 
for 
the 
purpose 
of 
securing 
indebtedness 
permitted 
by 
Section 8.7(b), 
representing or 
incurred to 
finance the 
purchase price 
of such 
Property, 
provided that 
no 
such Lien 
shall extend 
to or 
cover other 
Property of 
such Loan 
Party or 
such Subsidiary 
other than 
the respective 
Property so 
acquired, and 
the principal 
amount of 
indebtedness 
secured by 
any such 
Lien shall 
at no 
time exceed 
the purchase 
price of 
such Property, 
as 
reduced by repayments of principal thereon; 
 
(e) 
any interest or 
title of a 
lessor under 
any operating lease, 
including the filing 
of Uniform 
Commercial Code 
financing statements 
solely as 
a precautionary 
measure in 
connection 
with 
operating 
leases 
entered 
into 
by 
any 
Loan Party 
or 
any 
Subsidiary 
of 
a 
Loan Party in the ordinary course of its business; 
 
(f) 
easements, rights-of-way, restrictions, 
zoning restrictions and other similar 
encumbrances against 
real property 
incurred in 
the ordinary 
course of 
business which, 
in 
the aggregate, are 
not substantial in 
amount and which 
do not materially 
detract from the 
value of 
the Property 
subject thereto 
or materially 
interfere with 
the ordinary 
conduct of 
the business of any Loan Party or any Subsidiary of a Loan Party; 

 
(g) 
bankers’ 
Liens, 
rights 
of 
setoff 
and 
other 
similar 
Liens 
(including 
under 
Section 4-210 
of 
the 
Uniform 
Commercial 
Code) 
in 
one 
or 
more 
deposit 
accounts 
maintained by any 
Loan Party or 
any Subsidiary of 
a Loan Party, 
in each case 
granted in 
the ordinary course of business in 
favor of the bank or banks 
with which such accounts are 
maintained, securing 
amounts owing 
to such 
bank with 
respect to 
cash management 
and 
operating 
account 
arrangements, 
including 
those 
involving 
pooled 
accounts 
and 
netting 
arrangements; 
provided
 
that, unless such Liens are non-consensual 
and arise by operation 
of law, 
in no case shall any such Liens 
secure (either directly or indirectly) the repayment 
of any Indebtedness; 
 
(h) 
Liens 
granted 
in 
favor 
of 
the 
Administrative 
Agent 
pursuant 
to 
the 
Collateral Documents. 
 
(i) 
non-exclusive 
licenses 
of 
intellectual 
property 
granted 
in 
the 
ordinary 
course of business and not interfering in any material respect with the ordinary conduct of 
business of any Loan Party or any Subsidiary of a Loan Party; 
 
(j) 
Liens on insurance policies and the proceeds thereof securing 
the financing 
of the premiums with respect thereto permitted by Section 8.7(k); 
 
(k) 
Liens 
(i) on 
cash 
advances 
in 
favor 
of 
the 
seller 
of 
any 
Property 
to 
be 
acquired 
in 
a 
Permitted 
Acquisition 
to 
be 
applied 
against 
the 
purchase 
price 
for 
such 
Property, 
or 
(ii) consisting 
of 
an 
agreement 
to 
dispose 
of 
any 
Property 
in 
a 
disposition 
permitted 
under 
Section 
8.10, 
in 
each 
case, 
solely 
to 
the 
extent 
such 
Acquisition 
or 
disposition, as the 
case may be, 
would have been 
permitted on the 
date of the 
creation of 
such Lien; 






-82-
 
(l) 
Liens on Property 
of a Person 
existing at the 
time such 
Person is acquired 
or merged 
with or 
into or 
consolidated with 
any Loan 
Party or 
any Subsidiary 
of a 
Loan 
Party to 
the extent 
permitted hereunder 
(and not 
created in 
anticipation or 
contemplation 
thereof) 
and 
securing 
Indebtedness 
permitted 
under 
Section 8.7(n); 
provided
 
that 
such 
Liens do not extend to Property not subject 
to such Liens at the time of acquisition and 
are 
no more favorable to the lienholders than such existing Lien; 
 
(m) 
Liens 
encumbering 
any 
Property 
(other 
than 
the 
Collateral) 
to 
secure 
or 
support obligations 
under or 
in respect 
of interest 
rate, foreign 
currency, 
and commodity 
Hedging Agreements entered 
into with financial 
institutions in connection 
with bona fide 
hedging activities in the ordinary course of business and not for speculative purposes; 

 
(n) 
other Liens existing on 
the Closing Date and 
not otherwise permitted above 
listed and identified on Schedule 8.8; 

 
(o) 
contracted 
or 
statutory 
liens 
of 
landlords 
to 
the 
extent 
relating 
to 
the 
property 
and 
assets 
relating 
to 
any 
lease 
agreement 
with 
such 
landlord 
and 
contractual 
Liens of suppliers (including sellers of goods) or customers granted in the ordinary course 
of business to the extent limited to the property or assets related to such contract; 
 
(p) 
Liens on Property of a Person (other than the Collateral) for the 
purpose of 
securing 
indebtedness 
permitted 
by 
Section 
8.7(q) 
and 
which 
do 
not 
encumber 
any 
Collateral; and 
 
(q) 
other 
Liens 
not 
otherwise 
permitted 
in 
subsections (a)-(p) 
above 
granted 
with 
respect 
to 
obligations 
that 
do 
not 
in 
the 
aggregate 
exceed 
$10,000,000 
at 
any 
time 
outstanding, and which do not encumber any Collateral.
Section 8.9. 
Investments, 
Acquisitions, 
Loans 
and 
Advances
. 
No 
Loan 
Party 
shall, 
nor 
shall it 
permit any 
of its 
Subsidiaries to, 
directly or 
indirectly, 
make, retain 
or have 
outstanding 
any investments 
(whether through 
purchase of 
stock or 
obligations or 
otherwise) in, 
or loans 
or 
advances to (other than for travel advances and other similar 
cash advances made to employees in 
the 
ordinary 
course 
of 
business), 
any 
other 
Person, 
or 
acquire 
all 
or 
any 
substantial 
part 
of 
the 
assets or 
business of 
any other 
Person or 
division thereof; 
provided, 
however,
 
that the 
foregoing 
shall not apply to nor operate to prevent: 
 
(a) 
Cash Equivalents and Marketable Securities; 
 
(b) 
the 
Loan 
Parties’ 
existing 
investments 
in 
their 
respective 
Subsidiaries 
outstanding on the Closing Date; 

 
(c) 
intercompany advances made from time to time between 
any Loan Party or 
Subsidiary of any Loan Party and any other Loan 
Party or Subsidiary of any Loan Party in 
the 
ordinary 
course 
of 
business, 
provided 
that 
the 
aggregate 
amount 
of 
all 
such 
intercompany advances made 
to Subsidiaries of 
a Loan Party 
that are not 
Loan Parties or 






-83-
Subsidiaries of 
a Loan 
Party that 
are not 
Wholly-owned Subsidiaries 
shall not 
exceed an 
aggregate amount of $20,000,000 during any fiscal year of the Borrower; 

 
(d) 
investments 
by 
any 
Loan 
Party 
and 
its 
Subsidiaries 
in 
connection 
with 
interest 
rate, 
foreign 
currency, 
and 
commodity 
Hedging 
Agreements 
entered 
into 
with 
financial institutions in connection with 
bona fide hedging activities in 
the ordinary course 
of business and not for speculative purposes; 
 
(e) 
promissory notes 
and other 
non-cash consideration 
received in connection 
with dispositions permitted by Section 8.10; 
 
(f) 
investments 
(including 
debt 
obligations 
and 
equity 
interests) 
received 
in 
connection 
with 
the 
bankruptcy 
or 
reorganization 
of 
suppliers 
and 
customers 
and 
in 
settlement of 
delinquent obligations 
of, and 
other disputes 
with, customers 
and suppliers 
arising 
in 
the 
ordinary 
course 
of 
business 
and 
upon 
the 
foreclosure 
with 
respect 
to 
any 
secured investment or other transfer of title with respect to any secured investment; 
 
(g) 
Permitted Acquisitions; 

 
(h) 
purchases of assets in the ordinary course of business; 
 
(i) 
deposits made in 
the ordinary course 
of business to 
secure performance of 
leases or other obligations as permitted by Section 8.8; 
 
(j) 
other 
investments 
existing 
on 
the 
Closing 
Date 
not 
otherwise 
permitted 
above and listed and identified on Schedule 8.9; 
 
(k) 
investments in joint 
ventures in 
an amount not 
to exceed $30,000,000 
at any 
time 
outstanding, 
provided 
that 
(i) no 
Default 
exists 
both 
immediately 
before 
and 
after 
giving effect to 
such investment, (ii) after 
giving pro forma effect 
to such investment, the 
Borrower and its Subsidiaries are in compliance with 
Section 8.22, and (iii) cash and Cash 
Equivalents 
of 
the 
Borrower 
and 
its 
Subsidiaries 
plus 
availability 
under 
the 
Revolving 
Facility shall equal at least $50,000,000; and 
 
(l) 
other 
investments, 
loans, 
and 
advances 
in 
addition 
to 
those 
otherwise 
permitted by this Section 
in an amount not 
to exceed $25,000,000 in 
the aggregate at any 
one time outstanding. 
In determining the amount of investments, 
acquisitions, loans, and advances permitted under 
this 
Section, investments and acquisitions shall always be taken 
at the original cost thereof (regardless 
of 
any 
subsequent 
appreciation 
or 
depreciation 
therein), 
less 
any 
amount 
in 
respect 
of 
such 
investment upon sale, 
collection or return 
(not to exceed 
the original cost 
thereof) and loans 
and 
advances shall be taken at the principal amount thereof then remaining unpaid. 
Section 8.10. 
Mergers, Consolidations and Sales. 

No Loan Party shall, nor shall it permit 
any 
of 
its 
Subsidiaries 
to, 
be 
a 
party 
to 
any 
merger 
or 
consolidation 
or 
amalgamation, 
or 
sell, 






-84-
transfer, 
lease 
or 
otherwise 
dispose 
of 
all 
or 
any 
material 
part 
of 
its 
Property, 
including 
any 
disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount 
(with 
or 
without 
recourse) 
any 
of 
its 
notes 
or 
accounts 
receivable; 
provided, 
however,
 
that 
this 
Section shall not apply to nor operate to prevent:
 
(a) 
the sale or lease of inventory in the ordinary course of business; 
 
(b) 
the sale, transfer, lease or 
other disposition of Property 
of any Loan Party 
to 
one another in the ordinary course of its business; 

 
(c) 
the merger 
of any 
Loan Party 
or any 
Subsidiary of 
a Loan 
Party with 
and 
into 
the 
Borrower 
or 
any 
other 
Loan 
Party, 
provided 
that, 
in 
the 
case 
of 
any 
merger 
involving 
the 
Borrower 
or 
involving 
a 
Subsidiary 
of 
a 
Loan 
Party 
which 
is 
not 
a 
Loan 
Party, 
the 
Borrower, 
if 
the 
Borrower 
is 
a 
party 
to 
the 
merger, 
or 
a 
Loan 
Party, 
if 
the 
Borrower is not a party to the merger, is the corporation surviving the merger; 
 
(d) 
the sale of delinquent notes 
or accounts receivable in the 
ordinary course of 
business 
for 
purposes 
of 
collection 
only 
(and 
not 
for 
the 
purpose 
of 
any 
bulk 
sale 
or 
securitization transaction); 
 
(e) 
the sale, transfer or other disposition of any 
tangible personal property that, 
in 
the 
reasonable 
business 
judgment 
of 
the 
relevant 
Loan 
Party 
or 
its 
Subsidiary, 
has 
become obsolete or worn out, and which is disposed of in the ordinary course of business; 

 
(f) 
the Disposition of Property 
of any Loan Party 
or any Subsidiary of 
a Loan 
Party (including 
any Disposition 
of Property 
as part 
of a 
sale and 
leaseback transaction) 
aggregating for 
all Loan Parties 
and their 
Subsidiaries not 
more than 
$30,000,000 during 
any fiscal year of 
the Borrower, 
provided
 
that (i) each such Disposition 
shall be made for 
fair 
value 
and (ii) 
at 
least 80% 
of 
the total 
consideration received 
at the 
closing 
of such 
Disposition shall consist of 
cash and at least 
80% of the total 
consideration received after 
taking 
into 
account 
all 
final 
purchase 
price 
adjustments 
and/or 
contingent 
payments 
(including working 
capital adjustment 
or earn-out 
provisions) expressly 
contemplated by 
the transaction documents, when received shall consist of cash; and 
 
(g) 
the sale or other Disposition of marketable securities in the ordinary course 
of business. 
Section 8.11. 
Maintenance of Subsidiaries. 

No Loan Party 
shall assign, 
sell or transfer, nor 
shall it permit any of 
its Subsidiaries to issue, assign, 
sell or transfer, any shares of capital 
stock or 
other equity 
interests of 
a Subsidiary; 
provided, 
however,
 
that the 
foregoing shall 
not operate 
to 
prevent 
(a) the 
issuance, 
sale, 
and 
transfer 
to 
any 
person 
of 
any 
shares 
of 
capital 
stock 
of 
a 
Subsidiary solely for the 
purpose of qualifying, and 
to the extent legally 
necessary to qualify, such 
person as 
a director 
of such 
Subsidiary, 
(b) any transaction 
permitted by 
Section 8.10(c) above, 
and (c) the 
issuance of 
shares of the 
Borrower’s capital 
stock pursuant to 
the Borrower’s 
KSOP, 
or (d) any Excluded Equity Issuances.






-85-
Section 8.12. 
Dividends and Certain Other Restricted Payments. 

No Loan Party shall, nor 
shall it 
permit any 
of its 
Subsidiaries to, 
(a) declare or 
pay any 
dividends on 
or make 
any other 
distributions in respect 
of any class 
or series of 
its capital stock 
or other equity 
interests (other than 
dividends or 
distributions payable 
solely in 
its capital 
stock or 
other equity 
interests), or 
(b) directly 
or indirectly purchase, 
redeem, or otherwise 
acquire or 
retire any of 
its capital stock 
or other equity 
interests or any warrants, options, or 
similar instruments to acquire the same 
(collectively referred 
to herein 
as 
“Restricted Payments”
); 
provided, 
however,
 
that the 
foregoing shall 
not operate 
to 
prevent:
 
(i) 
the making of 
dividends or distributions 
by any Subsidiary 
to the Borrower; 
 
(ii) 
other 
Restricted 
Payments 
made 
in 
compliance 
with 
the 
Borrower’s 
dividend 
policy 
as 
in 
effect 
on 
the 
Closing 
Date 
or 
any 
employee 
stock 
option 
plans 
or 
employee 
incentive 
plans 
or 
other 
compensation 
arrangements, 
or 
SAR 
plans; 
provided 
that no Default exists 
or will arise after 
giving effect to such 
other Restricted Payment; and 
 
(iii) 
other Restricted 
Payments, provided 
that, both 
immediately before 
and after 
giving effect to 
such Restricted Payment 
(A) no Default has 
occurred and 
is continuing 
and 
(B) the 
sum 
of 
cash 
and 
Cash 
Equivalents 
of 
the 
Borrower 
and 
its 
Subsidiaries 
plus 
availability under the Revolving Facility shall equal at least $50,000,000. 
Section 8.13. 
ERISA. 

Each Loan 
Party shall, 
and shall 
cause each 
of its 
Subsidiaries to, 
promptly pay 
and discharge 
all obligations 
and liabilities 
arising under 
ERISA of 
a character 
which 
if unpaid or 
unperformed could reasonably 
be expected to 
result in the 
imposition of a 
Lien against 
any of 
its Property, unless 
being contested 
in good 
faith by 
appropriate proceedings 
which prevents 
the enforcement of any Lien with 
respect thereto. 
Each Loan Party shall, and shall 
cause each of 
its 
Subsidiaries 
to, 
promptly 
notify 
the 
Administrative 
Agent 
and 
each 
Lender 
of: 
(a) the 
occurrence of 
any reportable 
event (as 
defined in 
ERISA) with 
respect to 
a Plan, 
which individually 
or in the 
aggregate, could reasonably 
be expected to 
result in a 
Material Adverse Effect, 
(b) receipt 
of any notice from the 
PBGC of its intention to 
seek termination of any Plan 
or appointment of a 
trustee therefor, (c) its intention to terminate 
or withdraw from any 
Plan, and (d) the occurrence 
of 
any event with respect to any Plan which would result in the incurrence by any Loan Party or any 
Subsidiary of a Loan Party of 
any material liability, fine or penalty, or any material increase in the 
contingent 
liability 
of 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
with 
respect 
to 
any 
post-retirement Welfare Plan benefit, which individually or in the 
aggregate, could reasonably be 
expected to result in a Material Adverse Effect.
Section 8.14. 
Compliance with Laws. 

(a) Each Loan Party 
shall, and shall 
cause each of 
its 
Subsidiaries to, comply 
in all respects 
with all Legal 
Requirements applicable to 
or pertaining to 
its 
Property 
or 
business 
operations, 
where 
any 
such 
non-compliance, 
individually 
or 
in 
the 
aggregate, could reasonably 
be expected to 
have a Material 
Adverse Effect or 
result in a 
Lien upon 
any of its Property.
 
(b) 
Without limiting Section 8.14(a) 
above, each Loan 
Party shall, and 
shall cause each 
of its Subsidiaries 
to, at all 
times, do the 
following to the 
extent the failure 
to do so, 
individually 
or in the 
aggregate, could reasonably 
be expected to 
have a Material 
Adverse Effect: 
(i) comply 






-86-
in 
all 
material 
respects 
with, 
and 
maintain 
each 
of 
the 
Premises 
in 
compliance 
in 
all 
material 
respects 
with, all 
applicable 
Environmental 
Laws; (ii) 
require 
that 
each 
tenant 
and subtenant, 
if 
any, of 
any of the Premises or any 
part thereof comply in all material 
respects with all applicable 
Environmental Laws; 
(iii) obtain and 
maintain in 
full force 
and effect 
all material 
governmental 
approvals required 
by any 
applicable Environmental 
Law for 
the operation 
of their 
business and 
each of the Premises; (iv) cure any material violation by it or at 
any of the Premises of applicable 
Environmental Laws unless and except 
to the extent being contested 
in good faith by appropriate 
proceedings 
which 
prevents 
the 
enforcement 
of 
any 
Lien 
with 
respect 
thereto; 
(v) 
not 
manufacture, 
use, 
generate, 
transport, 
treat, 
store, 
Release, 
dispose 
or 
handle 
any 
Hazardous 
Material (or allow 
any tenant or 
subtenant to do 
any of 
the foregoing) 
at any 
of the Premises 
except 
in the ordinary course 
of its live animal 
agricultural business and in 
material compliance with all 
applicable 
Environmental 
Laws; 
(vi) within 
ten 
(10) 
Business 
Days 
notify 
the 
Administrative 
Agent in writing 
and provide the 
disclosure filing made 
by the Borrower 
with the SEC 
of any of 
the following in 
connection with any Loan 
Party or any 
Subsidiary of a Loan 
Party or any 
of the 
Premises which would be required to be disclosed in an 8-K or 10-Q filing with the SEC: 
(1) any 
Environmental Liability; (2) any 
Environmental Claim; or 
(3) any violation of 
an Environmental 
Law 
or 
Release, 
threatened 
Release 
or 
disposal, 
placement 
or 
land 
application 
of 
a 
Hazardous 
Material, 
product, 
or 
waste, 
including 
manure, 
that 
is 
not 
in 
compliance 
with 
applicable 
Environmental Laws; or (4) any restriction on the ownership, occupancy, 
use or transferability of 
any Premises 
arising from 
or in 
connection with 
any (x) Release, 
threatened Release 
or disposal 
of 
a 
Hazardous 
Material, 
waste 
or 
product, 
including 
manure, 
or 
(y) Environmental 
Law; 
(vii) conduct 
at 
its 
expense 
any 
investigation, 
study, 
sampling, 
testing, 
abatement, 
cleanup, 
removal, remediation or other corrective or 
response action necessary to remove, remediate, 
clean 
up, correct or abate any material Release, threatened material Release or material violation of any 
applicable Environmental 
Law unless 
and except 
to the 
extent being 
contested in 
good faith 
by 
appropriate 
proceedings 
which 
prevents 
the 
enforcement 
of 
any 
Lien 
with 
respect 
thereto, 
(viii) abide 
by 
and 
observe 
any 
restrictions 
on 
the 
use 
of 
the 
Premises 
imposed 
by 
any 
Governmental Authority 
as set 
forth in 
a deed 
or other 
instrument affecting 
any Loan 
Party’s 
or 
any 
of 
its 
Subsidiary’s 
interest 
therein 
unless 
being 
contested 
in 
good 
faith 
by 
appropriate 
proceedings 
which 
prevents 
the 
enforcement 
of 
any 
Lien 
with 
respect 
thereto; 
(ix) promptly 
provide 
or 
otherwise 
make 
available 
to 
the 
Administrative 
Agent 
any 
reasonably 
requested 
environmental record concerning the Premises which any Loan Party or any Subsidiary of a Loan 
Party possesses or 
controls other than 
records subject to 
work product or 
attorney-client or other 
confidentiality privilege 
pursuant to applicable 
law; and (x) perform, 
satisfy, 
and implement any 
operation, maintenance 
or corrective 
actions or 
other requirements 
of any 
Governmental Authority 
or Environmental Law, or included in any no further action letter or covenant not to sue issued by 
any Governmental Authority under any Environmental Law unless and except to the extent being 
contested in 
good faith 
by appropriate 
proceedings which 
prevents the 
enforcement of 
any Lien 
with respect thereto. 
Section 8.15. 
Compliance 
with 
OFAC 
Sanctions 
Programs 
and 
Anti-Corruption 
Laws. 

(a) Each Loan Party shall 
at all times comply 
in all material respects 
with the requirements of 
all 
OFAC Sanctions 
Programs applicable to such Loan Party and 
shall cause each of its Subsidiaries 
to 
comply 
in 
all 
material 
respects 
with 
the 
requirements 
of 
all 
OFAC 
Sanctions 
Programs 
applicable to such Subsidiary.






-87-
 
(b) 
Each 
Loan 
Party 
shall 
provide 
the 
Administrative 
Agent 
and 
the 
Lenders 
any 
information regarding 
the Loan 
Parties, their 
Affiliates, 
and their 
Subsidiaries necessary 
for the 
Administrative Agent and 
the Lenders to 
comply with all 
applicable OFAC 
Sanctions Programs; 
subject 
however, 
in 
the 
case 
of 
Affiliates, 
to 
such 
Loan 
Party’s 
ability 
to 
provide 
information 
applicable to them. 

 
(c) 
If any 
Loan Party 
obtains actual 
knowledge or 
receives any 
written notice 
that any 
Loan Party, 
any Subsidiary 
of any 
Loan Party, 
or any 
officer, 
director or 
Affiliate 
of any 
Loan 
Party or 
that any 
Person that owns 
or controls 
any such 
Person is 
the target of 
any OFAC Sanctions 
Programs or is located, 
organized or resident in a 
country or territory that 
is, or whose government 
is, the subject of 
any OFAC Sanctions Programs (such occurrence, an 
“OFAC 
Event”
), such Loan 
Party shall 
promptly (i) give 
written notice 
to the 
Administrative Agent 
and the 
Lenders of 
such 
OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such 
OFAC 
Event 
(regardless 
of 
whether 
the 
target 
Person 
is 
located 
within 
the 
jurisdiction 
of 
the 
United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby 
authorizes and consents to 
the Administrative Agent and 
the Lenders taking any 
and all steps the 
Administrative Agent 
or the 
Lenders deem 
necessary, 
in their 
sole but 
reasonable discretion, 
to 
avoid 
violation 
of 
all 
applicable 
laws 
with 
respect 
to 
any 
such 
OFAC 
Event, 
including 
the 
requirements of the 
OFAC 
Sanctions Programs (including 
the freezing 
and/or blocking 
of assets 
and reporting such action to OFAC). 
 
(d) 
No Loan 
Party will, 
directly or, 
to any 
Loan Party’s 
knowledge, indirectly, 
use the 
proceeds of 
the Revolving 
Facility of 
an Incremental 
Term 
Loan (if 
any), or 
lend, contribute 
or 
otherwise make available such proceeds to any other Person, (i) 
to fund any activities or business 
of or with any Person or in any country or territory, 
that, at the time of such funding, is, or whose 
government 
is, 
the 
subject 
of 
any 
OFAC 
Sanctions 
Programs, 
or 
(ii) in 
any 
other 
manner 
that 
would result in a violation of OFAC 
Sanctions Programs or Anti-Corruption Laws by any Person 
(including 
any 
Person 
participating 
in 
the 
Revolving 
Facility 
or 
any 
Incremental 
Term 
Loan, 
whether as underwriter, lender, advisor, 
investor, or otherwise). 
 
(e) 
No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption 
Law in any material respect. 
 
(f) 
Each Loan 
Party will 
maintain in 
effect policies 
and procedures 
designed to 
ensure 
compliance 
by 
the 
Loan 
Parties, 
their 
Subsidiaries, 
and 
their 
respective 
directors, 
officers, 
employees, and agents with applicable Anti-Corruption Laws. 
Section 8.16. 
Burdensome 
Contracts 
With 
Affiliates. 
 
No 
Loan 
Party 
shall, 
nor 
shall 
it 
permit 
any 
of 
its 
Subsidiaries 
to, 
enter 
into 
any 
material 
contract, 
agreement 
or 
business 
arrangement with 
any of 
its Affiliates 
on terms 
and conditions 
which are 
less favorable 
to such 
Loan Party or 
such Subsidiary than 
would be usual 
and customary in 
similar contracts, agreements 
or 
business 
arrangements 
between 
Persons 
not 
affiliated 
with 
each 
other; 
provided 
that 
the 
foregoing restriction shall not apply to transactions between or among the Loan Parties.






-88-
Section 8.17. 
No 
Changes 
in 
Fiscal 
Year.
 
The 
fiscal 
year 
of 
the 
Borrower 
and 
its 
Subsidiaries ends on or about May 31 of each year; and the Borrower shall not, nor shall it permit 
any Subsidiary to, change its fiscal year from its present basis.
Section 8.18. 
Formation 
of 
Subsidiaries.
 
Promptly 
upon 
the 
formation 
or acquisition 
of 
any Subsidiary, 
the Loan 
Parties shall 
provide the 
Administrative Agent 
and the 
Lenders notice 
thereof 
(at 
which 
time 
Schedule 6.2 
shall 
be 
deemed 
amended 
to 
include 
reference 
to 
such 
Subsidiary. 
The 
Loan 
Parties 
shall, 
and 
shall 
cause 
their 
Wholly-owned 
Subsidiaries 
that 
are 
Domestic Subsidiaries to, timely 
comply with the requirements 
of Sections 11 and 12
with respect 
to any Subsidiary that is required to become a Guarantor hereunder. 

Section 8.19. 
Change in 
the Nature 
of Business. 

No Loan 
Party shall, 
nor shall 
it permit 
any of its Subsidiaries to, engage in any business or activity if as a result the general nature of the 
business of 
such Loan 
Party or 
any of 
its Subsidiaries 
would be 
changed in 
any material 
respect 
from the general nature of the business engaged in by it as of 
the Closing Date or an Eligible Line 
of Business.
Section 8.20. 
Use 
of 
Proceeds
. 
The 
Borrower 
shall 
use 
the 
credit 
extended 
under 
this 
Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4. 
Section 8.21. 
No Restrictions
. 
Except as provided herein or exist as 
of the date hereof, no 
Loan Party shall, nor shall 
it permit any of its 
Wholly-owned Subsidiaries to, directly 
or indirectly 
create or 
otherwise cause 
or suffer 
to exist 
or become 
effective 
any consensual 
encumbrance or 
restriction of any kind 
on the ability of 
any Loan Party or 
any Wholly-owned Subsidiary of 
a Loan 
Party to: 
(a) pay dividends or make any other 
distribution on any such Subsidiary’s 
capital stock 
or 
other 
equity 
interests 
owned 
by 
such 
Loan 
Party 
or 
any 
of 
its 
Wholly-owned 
Subsidiaries, 
(b) pay 
any 
indebtedness 
owed 
to 
any 
Loan 
Party 
or 
any 
of 
its 
Wholly-owned 
Subsidiaries, 
(c) make loans 
or advances 
to any 
Loan Party 
or any 
of its 
Wholly-owned Subsidiaries, 
(d) transfer 
any of 
its Property 
to any 
Loan Party 
or any 
of its 
Wholly-owned Subsidiaries, 
or (e) guarantee 
the Secured 
Obligations and/or 
grant Liens 
on its 
assets to 
the Administrative 
Agent as 
required 
by the Loan Documents. 
Section 8.22. 
Financial Covenants. 
 
(a) 
Total 
Funded Debt to Capitalization 
Ratio
. 
As of the 
last day of each 
fiscal quarter 
of the 
Borrower ending 
on or 
after November 
27, 2021, 
the Borrower 
shall not 
permit the 
Total 
Funded Debt to Capitalization Ratio to be greater than 50.0%. 
 
(b) 
Minimum Tangible 
Net Worth
. 
The Borrower 
shall not 
permit Tangible 
Net Worth 
to be less than (i) $700,000,000 for the fiscal quarter ended November 27, 2021, plus (ii) for each 
fiscal 
quarter 
ending 
thereafter, 
50% 
of 
Net 
Income 
for 
such 
fiscal 
quarter 
(if 
Net 
Income 
is 
positive) less 
Restricted Payments 
permitted to 
be made 
pursuant to 
Section 8.12 
during such 
fiscal 
quarter. 






-89-
S
ECTION
 
9. 
E
VENTS OF 
D
EFAULT 
AND 
R
EMEDIES
. 
Section 9.1.
Events 
of 
Default.
 
Any 
one 
or 
more 
of 
the 
following 
shall 
constitute 
an 
“Event of Default”
 
hereunder:
 
(a) 
default for a 
period of five 
(5) days in 
the payment when 
due of all 
or any 
part of the 
principal of any 
Loan (whether at 
the stated maturity 
thereof or at 
any other time 
provided 
for 
in 
this 
Agreement) 
or 
of 
any 
Reimbursement 
Obligation, 
or 
default 
for 
a 
period 
of 
five 
(5) Business 
Days 
in 
the 
payment 
when 
due 
of 
any 
interest,
fee 
or 
other 
Obligation payable hereunder or under any other Loan Document; 

 
(b) 
default 
in 
the 
observance 
or 
performance 
of 
any 
covenant 
set 
forth 
in 
Sections 8.1(a), 8.10, 8.12, 8.17, 8.20 or 8.22 of this Agreement; 
 
(c) 
default in 
the observance 
or performance 
of any 
other provision 
hereof or 
of any other Loan Document 
which is not remedied within 
thirty (30) days after the earlier 
of (i) the date on 
which such failure 
shall first become known 
to any Responsible 
Officer 
of 
any 
Loan 
Party 
or 
(ii) written 
notice 
thereof 
is 
given 
to 
the 
Borrower 
by 
the 
Administrative Agent; 

 
(d) 
any representation or warranty 
made herein or in 
any other Loan Document 
or in any certificate 
furnished to the Administrative Agent 
or the Lenders pursuant hereto 
or 
thereto 
or 
in 
connection 
with 
any 
transaction 
contemplated 
hereby 
or 
thereby 
proves 
untrue in any material 
respect as of the 
date of the issuance 
or making or deemed 
making 
thereof; 

 
(e) 
(i) any 
event 
occurs 
or 
condition 
exists 
(other 
than 
those 
described 
in 
subsections (a) through 
(d) above) 
which is 
specified as 
an event 
of default 
under any 
of 
the other Loan Documents, 
or (ii) any of the 
Loan Documents shall for 
any reason not be 
or shall cease to be in full force and effect or is declared to be null and void, or (iii) any of 
the 
Collateral 
Documents 
shall 
for 
any 
reason 
fail 
to 
create 
a 
valid 
and 
perfected 
first 
priority Lien 
in favor 
of the 
Administrative Agent 
in any 
Collateral purported 
to be 
covered 
thereby except as 
expressly permitted by 
the terms hereof, 
or (iv) any Loan 
Party takes any 
action 
for 
the 
purpose 
of 
terminating, 
repudiating 
or 
rescinding 
any 
Loan 
Document 
executed by it or any of its obligations thereunder;
 
(f) 
default 
shall 
occur 
under 
any 
Material 
Indebtedness 
issued, 
assumed 
or 
guaranteed by any 
Loan Party or 
any Subsidiary of 
a Loan Party, 
or under any indenture, 
agreement or other instrument under which the 
same may be issued, and such default 
shall 
continue for 
a period 
of time 
sufficient 
to permit 
the acceleration 
of the 
maturity of 
any 
such 
Material 
Indebtedness 
(whether or 
not 
such 
maturity 
is in 
fact 
accelerated), or 
any 
such Material Indebtedness shall not 
be paid when due (whether 
by demand, lapse of time, 
acceleration or otherwise); 
 
(g) 
(i) any 
judgment 
or 
judgments, 
writ 
or 
writs 
or 
warrant 
or 
warrants 
of 
attachment, or any similar process or processes, shall be 
entered or filed against any Loan 






-90-
Party or any Subsidiary 
of a Loan Party, 
or against any of 
their respective Property, 
in an 
aggregate amount for all such Persons in excess of $25,000,000 (except to the extent fully 
covered 
by 
insurance 
pursuant 
to 
which 
the 
insurer 
has 
accepted 
liability 
therefor 
in 
writing), and which 
remains undischarged, 
unvacated, unbonded or 
unstayed for a 
period 
of 
30 days, or 
any 
action shall 
be legally 
taken 
by 
a 
judgment creditor 
to attach 
or levy 
upon any Property 
of any Loan 
Party or any 
Subsidiary of a 
Loan Party to 
enforce any such 
judgment, 
or 
(ii) any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
shall 
fail 
within 
thirty (30) 
days 
to 
discharge 
one 
or 
more 
non-monetary 
judgments 
or 
orders 
which, 
individually or in the aggregate, could reasonably be expected to have a Material Adverse 
Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise 
being appropriately contested in good faith by proper proceedings diligently pursued; 

 
(h) 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party, 
or 
any 
member 
of 
its 
Controlled 
Group, 
shall 
fail 
to 
pay 
when 
due 
an 
amount 
or 
amounts 
aggregating 
for 
all 
such 
Persons 
in 
excess 
of 
$20,000,000 
which 
it 
shall 
have 
become 
liable 
to 
pay 
to 
the 
PBGC or to 
a Plan under 
Title IV of ERISA; or 
notice of intent 
to terminate a 
Plan or Plans 
having 
aggregate 
Unfunded 
Vested 
Liabilities 
in 
excess 
of 
$20,000,000 
(collectively, 
a 
“Material 
Plan”
) 
shall 
be 
filed 
under 
Title IV 
of 
ERISA 
by 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party, 
or 
any 
other 
member 
of 
its 
Controlled 
Group, 
any 
plan 
administrator or any 
combination of the 
foregoing; or the 
PBGC shall institute 
proceedings 
under Title 
IV of 
ERISA to 
terminate or 
to cause 
a trustee 
to be 
appointed to 
administer 
any Material 
Plan or 
a proceeding 
shall be 
instituted by 
a fiduciary 
of any 
Material Plan 
against any Loan Party or 
any Subsidiary of a Loan 
Party, or any member of its Controlled 
Group, to enforce Section 515 or 4219(c)(5) of 
ERISA and such proceeding shall not 
have 
been dismissed 
within ninety (90) 
days thereafter; 
or a 
condition shall 
exist by 
reason of 
which the PBGC 
would be entitled 
to obtain a 
decree adjudicating that 
any Material Plan 
must be terminated; 

 
(i) 
any Change of Control shall occur; 
 
(j) 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
shall 
(i) have 
entered 
involuntarily 
against 
it 
an 
order 
for 
relief 
under 
the 
United 
States 
Bankruptcy 
Code, 
as 
amended, (ii) 
not pay, 
or admit 
in writing 
its inability 
to pay, 
its debts 
generally as 
they 
become 
due, 
(iii) make 
an 
assignment 
for 
the 
benefit 
of 
creditors, 
(iv) apply 
for, 
seek, 
consent 
to 
or 
acquiesce 
in, 
the 
appointment 
of 
a 
receiver, 
custodian, 
trustee, 
examiner, 
liquidator or 
similar official 
for it 
or any 
substantial part 
of its 
Property, 
(v) institute any 
proceeding seeking 
to have 
entered against 
it an 
order for 
relief under 
the United 
States 
Bankruptcy Code, as 
amended, to adjudicate 
it insolvent, or 
seeking dissolution, winding 
up, liquidation, 
reorganization, arrangement, 
adjustment or 
composition of 
it or 
its debts 
under any law 
relating to bankruptcy, 
insolvency or reorganization 
or relief of 
debtors or 
fail 
to 
file 
an 
answer 
or 
other 
pleading 
denying 
the 
material 
allegations 
of 
any 
such 
proceeding filed 
against it, 
(vi) take any 
corporate or 
similar action 
in furtherance 
of any 
matter 
described 
in 
parts (i) 
through 
(v) 
above, 
or 
(vii) fail 
to 
contest 
in 
good 
faith 
any 
appointment or proceeding described in Section 9.1(k); or 






-91-
 
(k) 
a custodian, 
receiver, 
trustee, examiner, 
liquidator or 
similar official 
shall 
be appointed for any Loan Party or any Subsidiary of a Loan Party, or any substantial part 
of 
any 
of 
its 
Property, 
or 
a 
proceeding 
described 
in 
Section 9.1(j)(v) 
shall 
be 
instituted 
against any Loan Party or 
any Subsidiary of a 
Loan Party, and such appointment continues 
undischarged 
or 
such 
proceeding 
continues 
undismissed 
or 
unstayed 
for 
a 
period 
of 
60 days. 
Section 9.2.
Non-Bankruptcy 
Defaults.
 
When 
any 
Event 
of 
Default 
(other 
than 
those 
described in subsection (j) or (k) of Section 9.1 
with respect to the Borrower) has occurred and 
is 
continuing, the Administrative Agent shall, 
by written notice to 
the Borrower: (a) if so 
directed by 
the 
Required 
Lenders, 
terminate 
the 
remaining 
Commitments 
and 
all 
other 
obligations 
of 
the 
Lenders 
hereunder 
on 
the 
date 
stated 
in 
such 
notice 
(which 
may 
be 
the 
date 
thereof); 
(b) if 
so 
directed 
by 
the 
Required 
Lenders, 
declare 
the 
principal 
of 
and 
the 
accrued 
interest 
on 
all 
outstanding Loans to 
be forthwith due 
and payable and 
thereupon all outstanding 
Loans, including 
both 
principal 
and 
interest 
thereon, 
shall 
be 
and become 
immediately 
due and 
payable 
together 
with all other amounts 
payable under the Loan Documents 
without further demand, presentment, 
protest 
or 
notice 
of 
any 
kind; 
and 
(c) if 
so 
directed 
by 
the 
Required 
Lenders, 
demand 
that 
the 
Borrower immediately deliver to the Administrative Agent Cash Collateral in an amount 
equal to 
105% of the aggregate amount of each Letter of Credit then outstanding, and the 
Borrower agrees 
to immediately make 
such payment and 
acknowledges and agrees 
that the Lenders 
would not have 
an 
adequate 
remedy 
at 
law 
for 
failure 
by 
the 
Borrower 
to 
honor 
any 
such 
demand 
and 
that 
the 
Administrative Agent, for the 
benefit of the Lenders, 
shall have the right to 
require the Borrower 
to 
specifically 
perform 
such 
undertaking 
whether 
or 
not 
any 
drawings 
or 
other 
demands 
for 
payment have been 
made under any 
Letter of Credit. 
In addition, the Administrative 
Agent may 
exercise on behalf of itself, 
the Lenders and the L/C 
Issuer all rights and remedies 
available to it, 
the Lenders and 
the L/C Issuer 
under the Loan 
Documents or applicable 
law or equity 
when any 
such Event of Default has 
occurred and is continuing. 
The Administrative Agent shall give notice 
to the Borrower under Section 9.1(c) promptly upon being 
requested to do so by any Lender. 
The 
Administrative 
Agent, 
after 
giving 
notice 
to 
the 
Borrower 
pursuant 
to 
Section 9.1(c) 
or 
this 
Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the 
failure to 
do so shall not impair or annul the effect of such notice.
Section 9.3. 
Bankruptcy Defaults
. 
When any 
Event of 
Default described 
in subsections (j) 
or 
(k) 
of 
Section 9.1 
with 
respect 
to 
the 
Borrower 
has 
occurred 
and 
is 
continuing, 
then 
all 
outstanding 
Loans 
shall 
immediately 
become 
due 
and 
payable 
together 
with 
all 
other 
amounts 
payable under 
the Loan 
Documents without 
presentment, demand, 
protest or 
notice of 
any kind, 
the 
obligation 
of 
the 
Lenders 
to 
extend 
further 
credit 
pursuant 
to 
any 
of 
the 
terms 
hereof 
shall 
immediately terminate 
and the 
Borrower shall 
immediately deliver 
to the 
Administrative 
Agent 
Cash Collateral in an amount equal 
to 105% of the aggregate amount of 
each Letter of Credit then 
outstanding, 
the 
Borrower 
acknowledging 
and 
agreeing 
that 
the 
Lenders 
would 
not 
have 
an 
adequate remedy 
at law 
for failure 
by the 
Borrower to 
honor any 
such demand 
and that 
the Lenders, 
and 
the 
Administrative 
Agent 
on 
their 
behalf, 
shall 
have 
the 
right 
to 
require 
the 
Borrower 
to 
specifically 
perform 
such undertaking 
whether 
or not 
any draws 
or 
other demands 
for 
payment 
have been 
made under 
any of 
the Letters 
of Credit. 
In addition, 
the Administrative 
Agent may 
exercise on behalf of itself, 
the Lenders and the L/C 
Issuer all rights and remedies 
available to it, 






-92-
the Lenders and 
the L/C Issuer 
under the Loan 
Documents or applicable 
law or equity 
when any 
such Event of Default has occurred and is continuing. 
Section 9.4. 
Collateral 
for 
Undrawn 
Letters 
of 
Credit
. 
(a) If 
the 
prepayment 
of 
the 
amount available for drawing under any or all outstanding 
Letters of Credit is required under any 
of Sections 2.3(b), 
2.8(b), Section 2.13, 
2.14, 9.2 
or 9.3 
above, the 
Borrower shall 
forthwith pay 
the 
amount 
required 
to 
be 
so 
prepaid, 
to 
be 
held 
by 
the 
Administrative 
Agent 
as 
provided 
in 
subsection (b) below. 
 
(b) 
All 
amounts 
prepaid 
pursuant 
to 
subsection (a) 
above 
shall 
be 
held 
by 
the 
Administrative Agent 
in one 
or more 
separate collateral 
accounts (each 
such account, 
and the 
credit 
balances, properties, and any investments 
from time to time held 
therein, and any substitutions for 
such account, 
any certificate 
of deposit 
or other 
instrument evidencing 
any of 
the foregoing 
and 
all 
proceeds 
of 
and 
earnings 
on 
any 
of 
the 
foregoing 
being 
collectively 
called 
the 
“Collateral 
Account”
) as security 
for, and for application 
by the Administrative 
Agent (to the 
extent available) 
to, the 
reimbursement of 
any payment 
under any 
Letter of 
Credit then 
or thereafter 
made by 
the 
L/C Issuer, 
and 
to 
the 
payment 
of 
the 
unpaid 
balance 
of 
all 
other 
Secured 
Obligations. 
The 
Collateral Account shall be held in the name of and subject to the exclusive dominion and control 
of 
the 
Administrative 
Agent 
for 
the 
benefit 
of 
the 
Administrative 
Agent, 
the 
Lenders, 
and 
the 
L/C Issuer. 
If and when 
requested by the 
Borrower, the 
Administrative Agent shall 
invest funds 
held in 
the Collateral 
Account from 
time to 
time in 
direct obligations 
of, or 
obligations the 
principal 
of and interest 
on which are 
unconditionally guaranteed 
by, 
the United States 
of America with 
a 
remaining 
maturity 
of 
one 
year 
or 
less, 
provided
 
that 
the 
Administrative 
Agent 
is 
irrevocably 
authorized 
to 
sell 
investments 
held 
in 
the 
Collateral 
Account 
when 
and 
as 
required 
to 
make 
payments 
out 
of 
the 
Collateral 
Account 
for 
application 
to 
amounts 
due 
and 
owing 
from 
the 
Borrower 
to 
the 
L/C Issuer, 
the 
Administrative 
Agent 
or 
the 
Lenders. 
Subject 
to 
the 
terms 
of 
Sections 2.13 and 2.14, if 
the Borrower shall have 
made payment of all 
obligations referred to in 
subsection (a) 
above 
required 
under 
Section 2.8(b), 
at 
the 
request 
of 
the 
Borrower 
the 
Administrative Agent shall 
release to the 
Borrower amounts held 
in the Collateral 
Account so long 
as at the 
time of the 
release and after 
giving effect 
thereto no Default 
exists. 
After all Letters 
of 
Credit have expired 
or been cancelled 
and the expiration 
or termination of 
all Commitments, at 
the 
request of the 
Borrower, the Administrative Agent 
shall release any 
remaining amounts held 
in the 
Collateral Account following payment in full in cash of all Secured Obligations. 
Section 9.5. 
Post-Default 
Collections
. 
Anything 
contained 
herein 
or 
in 
the 
other 
Loan 
Documents 
to 
the 
contrary 
notwithstanding 
(including, 
without 
limitation, 
Section 2.8(b)), 
all 
payments and collections received in respect of 
the Obligations and all proceeds of the 
Collateral 
and payments made under or 
in respect of the Guaranty 
Agreements received, in each instance, 
by 
the 
Administrative 
Agent 
or 
any 
of 
the 
Lenders 
after 
acceleration 
or 
the 
final 
maturity 
of 
the 
Obligations or termination of 
the Commitments as a 
result of an Event 
of Default shall 
be remitted 
to the Administrative Agent and distributed as follows: 
 
(a) 
first, to the payment of any outstanding costs 
and expenses incurred by the 
Administrative 
Agent, 
and 
any 
security 
trustee 
therefor, 
in 
monitoring, 
verifying, 
protecting, preserving or enforcing the Liens on 
the Collateral, in protecting, preserving or 
enforcing 
rights 
under 
the 
Loan 
Documents, 
and 
in 
any 
event 
including 
all 
costs 
and 






-93-
expenses 
of 
a 
character 
which 
the 
Loan 
Parties 
have 
agreed 
to 
pay 
the 
Administrative 
Agent under 
Section 13.4 (such 
funds to 
be retained 
by the 
Administrative Agent 
for its 
own account unless 
it has previously 
been reimbursed for 
such costs and expenses 
by the 
Lenders, in which event such 
amounts shall be remitted to 
the Lenders to reimburse them 
for payments theretofore made to the Administrative Agent); 

 
(b) 
second, to 
the payment 
of any 
outstanding interest 
and fees 
due under 
the 
Loan Documents to be 
allocated pro rata in accordance 
with the aggregate unpaid 
amounts 
owing to each holder thereof; 
 
(c) 
third, 
to 
the 
payment 
of 
principal 
on 
the 
Loans, 
unpaid 
Reimbursement 
Obligations, together 
with amounts 
to be 
held by 
the Administrative 
Agent as 
collateral 
security 
for 
any 
outstanding 
L/C Obligations 
pursuant 
to 
Section 9.4 
(until 
the 
Administrative Agent is holding an amount of cash equal to 105% of the then outstanding 
amount of all such L/C Obligations), and Hedging 
Liability, the aggregate amount paid to, 
or held 
as collateral 
security for, 
the Lenders 
and L/C Issuer 
and, in 
the case 
of Hedging 
Liability, 
their Affiliates to 
be allocated pro 
rata in accordance 
with the aggregate 
unpaid 
amounts owing to each holder thereof; 

 
(d) 
fourth, to the payment of all other unpaid Secured 
Obligations and all other 
indebtedness, obligations, 
and liabilities 
of the 
Borrower and 
its Subsidiaries 
secured by 
the 
Loan 
Documents 
(including, 
without 
limitation, 
Bank 
Product 
Obligations) 
to 
be 
allocated pro rata 
in accordance with the 
aggregate unpaid amounts 
owing to each 
holder 
thereof; and 
 
(e) 
finally, to the Borrower or whoever else may be lawfully entitled thereto. 
S
ECTION
 
10. 
T
HE 
A
DMINISTRATIVE 
A
GENT
. 
 
Section 10.1. 
Appointment and Authority
. 
Each of the Lenders and the L/C Issuers hereby 
irrevocably 
appoints 
BMO 
Harris 
Bank 
N.A.
to 
act 
on 
its 
behalf 
as 
the 
Administrative 
Agent 
hereunder and under 
the other Loan 
Documents and authorizes 
the Administrative Agent 
to take 
such actions on 
its behalf 
and to exercise 
such powers as 
are delegated to 
the Administrative 
Agent 
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental 
thereto. 
The provisions of 
this Section 10 are 
solely for the 
benefit of the 
Administrative Agent, 
the Lenders 
and the 
L/C Issuers, 
and neither 
the Borrower 
nor any 
other Loan 
Party shall 
have 
rights as a 
third-party beneficiary of 
any of such 
provisions. 
It is understood 
and agreed that 
the 
use of 
the term 
“agent” herein 
or in 
any other 
Loan Documents 
(or any 
other similar 
term) with 
reference to the Administrative 
Agent is not intended 
to connote any fiduciary 
or other implied (or 
express) 
obligations 
arising 
under 
agency 
doctrine 
of 
any 
applicable 
law. 
Instead 
such 
term 
is 
used 
as 
a 
matter 
of 
market 
custom, 
and 
is 
intended 
to 
create 
or 
reflect 
only 
an 
administrative 
relationship between contracting parties. 
 
Section 10.2. 
Rights 
as 
a 
Lender
. 
The 
Person 
serving 
as 
the 
Administrative 
Agent 
hereunder shall 
have the 
same rights 
and powers 
in its 
capacity as 
a Lender 
as any 
other Lender 
and may exercise the same as though 
it were not the Administrative Agent, 
and the term “Lender” 






-94-
or “Lenders” shall, unless otherwise 
expressly indicated or unless the 
context otherwise requires, 
include the Person serving as the Administrative 
Agent hereunder in its individual capacity. 
Such 
Person and 
its Affiliates 
may accept 
deposits from, 
lend money 
to, own 
securities of, 
act as 
the 
financial advisor 
or in 
any other 
advisory capacity 
for, and generally 
engage in 
any kind 
of business 
with, 
the 
Borrower 
or 
any 
Subsidiary 
or 
other 
Affiliate 
thereof 
as 
if 
such 
Person 
were 
not 
the 
Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
Section 10.3. 
Action 
by 
Administrative 
Agent; 
Exculpatory 
Provisions
. 
(a) The 
Administrative 
Agent 
shall 
not 
have 
any 
duties 
or 
obligations 
except 
those 
expressly 
set 
forth 
herein and in 
the other Loan 
Documents, and its 
duties hereunder shall 
be administrative in 
nature. 

Without limiting the generality of the 
foregoing, the Administrative Agent and its 
Related Parties: 
 
(i) 
shall not 
be subject 
to any 
fiduciary or 
other implied 
duties, regardless 
of 
whether a Default has occurred and is continuing; 
 
(ii) 
shall 
not 
have 
any 
duty 
to 
take 
any 
discretionary 
action 
or 
exercise 
any 
discretionary 
powers, 
except 
discretionary 
rights 
and 
powers 
expressly 
contemplated 
hereby 
or 
by 
the 
other 
Loan 
Documents 
that 
the 
Administrative 
Agent 
is 
required 
to 
exercise as 
directed in 
writing by 
the Required 
Lenders (or 
such other 
number or 
percentage 
of the Lenders as shall be 
expressly provided for herein or in 
the other Loan Documents), 
provided
 
that the Administrative Agent shall 
not be required to take 
any action that, in its 
opinion or the opinion 
of its counsel, may 
expose the Administrative Agent 
to liability or 
that is 
contrary to 
any Loan 
Document or 
applicable law, 
including for 
the avoidance 
of 
doubt any 
action that 
may be 
in violation 
of the 
automatic stay 
under any 
Debtor Relief 
Law or that 
may effect a forfeiture, 
modification or termination 
of property of 
a Defaulting 
Lender in violation of any Debtor Relief 
Law. 
The Administrative Agent shall in all cases 
be fully justified in failing or refusing to act hereunder or 
under any other Loan Document 
unless it first 
receives any further 
assurances of its 
indemnification from the 
Lenders that 
it may 
require, including 
prepayment of 
any related 
expenses and 
any other 
protection it 
requires against 
any and 
all costs, 
expense, and 
liability which 
may be 
incurred by 
it by 
reason of taking or continuing to take any such action; and 
 
(iii) 
shall 
not, 
except 
as 
expressly 
set 
forth 
herein 
and 
in 
the 
other 
Loan 
Documents, 
have 
any 
duty 
or 
responsibility 
to 
disclose, 
and 
shall 
not 
be 
liable 
for 
the 
failure to disclose, 
any information relating 
to any Loan 
Party or any 
of its Affiliates 
that 
is communicated to or obtained 
by the Person serving as the 
Administrative Agent or any 
of its Affiliates in any capacity. 
 
(b) 
Neither the Administrative Agent 
nor any of its 
Related Parties shall be 
liable for any 
action taken or not taken by 
the Administrative Agent under or 
in connection with this Agreement 
or 
any 
other 
Loan 
Document 
or 
the 
transactions 
contemplated 
hereby 
or 
thereby 
(i) with 
the 
consent 
or 
at 
the 
request 
of 
the 
Required 
Lenders 
(or 
such 
other 
number 
or 
percentage 
of 
the 
Lenders as shall be 
necessary, 
or as the Administrative 
Agent shall believe in 
good faith shall 
be 
necessary, 
under the 
circumstances as 
provided in 
Sections 9.2, 9.3, 
9.4, 9.5 
and 13.3), 
or (ii) in 
the 
absence 
of 
its 
own 
gross 
negligence 
or 
willful 
misconduct 
as 
determined 
by 
a 
court 
of 
competent jurisdiction by final 
and nonappealable judgment. 
Any such action taken 
or failure to 






-95-
act pursuant to the foregoing 
shall be binding on all 
Lenders. 
The Administrative Agent shall 
be 
deemed not 
to have 
knowledge of 
any Default 
unless and 
until notice 
describing such Default 
is 
given to the Administrative Agent in writing by the Borrower, a Lender, or the 
L/C Issuer. 
 
(c) 
Neither the Administrative 
Agent nor any 
of its Related 
Parties shall be 
responsible 
for or have any 
duty or obligation 
to any Lender or 
L/C Issuer or 
participant or any other 
Person 
to ascertain or inquire into (i) 
any statement, warranty or representation 
made in or in connection 
with 
this 
Agreement 
or 
any 
other 
Loan 
Document, 
(ii) the 
contents 
of 
any 
certificate, 
report or 
other document delivered hereunder or thereunder or 
in connection herewith or therewith, (iii) the 
performance or 
observance of 
any of 
the covenants, 
agreements or 
other terms 
or conditions 
set 
forth 
herein 
or 
therein 
or 
the 
occurrence 
of 
any 
Default, 
(iv) the 
validity, 
enforceability, 
effectiveness or genuineness 
of this 
Agreement, any 
other Loan 
Document or 
any other 
agreement, 
instrument or document, or the creation, perfection or priority of any Lien purported to be created 
by the Collateral Documents, (v) the value or sufficiency of any Collateral, or (vi) the satisfaction 
of any condition 
set forth in 
Section 7.1 or 7.2 
or elsewhere herein, 
other than to 
confirm receipt 
of items expressly required to be delivered to the Administrative Agent. 
 
Section 10.4. 
Reliance 
by 
Administrative 
Agent
. 
The 
Administrative 
Agent 
shall 
be 
entitled to 
rely upon, 
and shall 
be fully 
protected in 
relying and 
shall not 
incur any 
liability for 
relying 
upon, 
any 
notice, 
request, 
certificate, 
communication, 
consent, 
statement, 
instrument, 
document or other writing (including any 
electronic message, Internet or intranet website posting 
or 
other 
distribution) 
believed 
by 
it 
to 
be 
genuine 
and 
to 
have 
been 
signed, 
sent 
or 
otherwise 
authenticated by the proper Person. 
The Administrative Agent also may rely 
upon any statement 
made to it orally or 
by telephone and believed by 
it to have been made 
by the proper Person, and 
shall 
be 
fully 
protected 
in 
relying 
and 
shall 
not 
incur 
any 
liability 
for 
relying 
thereon. 
In 
determining compliance 
with any 
condition hereunder 
to the 
making of 
a Loan, 
or the 
issuance, 
extension, 
renewal 
or 
increase 
of 
a 
Letter 
of 
Credit, 
that 
by 
its 
terms 
must 
be 
fulfilled 
to 
the 
satisfaction 
of 
a 
Lender 
or 
an 
L/C 
Issuer, 
the 
Administrative 
Agent 
may 
presume 
that 
such 
condition is satisfactory to 
such Lender or L/C 
Issuer unless the Administrative Agent 
shall have 
received notice to 
the contrary from 
such Lender or 
L/C Issuer prior 
to the making 
of such Loan 
or the issuance 
of such Letter of 
Credit. 
The Administrative Agent 
may consult with legal 
counsel 
(who may be counsel for the 
Loan Parties), independent accountants and 
other experts selected by 
it, and shall 
not be liable 
for any action 
taken or not 
taken by it 
in accordance with 
the advice of 
any such counsel, accountants or experts. 
 
Section 10.5. 
Delegation of Duties
. 
The Administrative Agent may perform any and all 
of 
its duties 
and exercise 
its rights 
and powers 
hereunder or 
under any 
other Loan 
Document by 
or 
through any one or more sub-agents 
appointed by the Administrative Agent. 
The Administrative 
Agent and 
any such 
sub-agent 
may perform 
any and 
all of 
its duties 
and exercise 
its rights 
and 
powers by or through their respective Related Parties. 
The exculpatory provisions of this Section 
shall apply to any such 
sub-agent and to the 
Related Parties of the 
Administrative Agent and any 
such sub-agent, and shall apply to their respective activities in connection with the 
syndication of 
the 
Revolving 
Facility 
and 
any 
Incremental 
Term 
Loans 
as 
well 
as 
activities 
as 
Administrative 
Agent. 
The Administrative Agent 
shall not be 
responsible for the 
negligence or misconduct 
of any 
sub-agents 
except 
to 
the 
extent 
that 
a 
court 
of 
competent 
jurisdiction 
determines 
in 
a 
final 
and 






-96-
nonappealable 
judgment 
that 
the 
Administrative 
Agent 
acted 
with 
gross 
negligence 
or 
willful 
misconduct in the selection of such sub-agents. 
 
Section 10.6. 
Resignation of 
Administrative Agent
. 
(a) The Administrative 
Agent may 
at 
any time 
give notice 
of its 
resignation to 
the Lenders, 
the L/C 
Issuers and 
the Borrower. 
Upon 
receipt of any 
such notice of 
resignation, the Required 
Lenders shall have 
the right, in 
consultation 
with the Borrower, to 
appoint a successor, which 
shall be a 
bank with 
an office in 
the United 
States 
of America, or an Affiliate of any such bank with an office in the United States of America. 
If no 
such successor shall 
have been so 
appointed by the 
Required Lenders and 
shall have accepted 
such 
appointment 
within 
thirty (30) 
days 
after 
the 
retiring 
Administrative 
Agent 
gives 
notice 
of 
its 
resignation 
(or 
such 
earlier 
day 
as 
shall 
be 
agreed 
by 
the 
Required 
Lenders) 
(the 
“Resignation 
Effective Date”
), then 
the retiring 
Administrative Agent 
may (but 
shall not 
be obligated 
to), on 
behalf of the Lenders 
and the L/C Issuers, 
appoint a successor Administrative 
Agent meeting the 
qualifications set 
forth above. 
Whether or 
not a 
successor has 
been appointed, 
such resignation 
shall become effective in accordance with such notice on the Resignation Effective Date. 
 
(b) 
With effect from 
the Resignation 
Effective Date, (i) 
the retiring 
Administrative Agent 
shall be 
discharged from 
its duties 
and obligations 
hereunder and 
under the 
other Loan 
Documents, 
and (ii) except for 
any indemnity payments 
owed to the 
retiring or removed 
Administrative Agent, 
all 
payments, 
communications 
and 
determinations 
provided 
to 
be 
made 
by, 
to 
or 
through 
the 
Administrative Agent 
shall instead 
be made 
by or 
to each 
Lender and 
L/C Issuer 
directly, 
until 
such time, if any, 
as the Required Lenders 
appoint a successor Administrative Agent 
as provided 
for 
above. 
If 
on 
the 
Resignation Effective 
Date no 
successor 
has 
been appointed 
and accepted 
such appointment, the 
Administrative Agent’s rights in 
the Collateral 
Documents shall 
be assigned 
without representation, recourse 
or warranty to 
the Lenders and 
L/C Issuer as their 
interests may 
appear. 
Upon the 
acceptance of 
a successor’s 
appointment as 
Administrative Agent 
hereunder, 
such successor 
shall succeed 
to and 
become vested 
with all 
of the 
rights, powers, 
privileges and 
duties of the retiring 
Administrative Agent (other than any 
rights to indemnity payments or 
other 
amounts owed 
to the 
retiring Administrative 
Agent), and 
the retiring 
Administrative Agent 
shall 
be discharged from all of its 
duties and obligations hereunder or 
under the other Loan Documents. 

The fees payable by the Borrower to a successor Administrative Agent 
shall be the same as those 
payable 
to 
its 
predecessor 
unless 
otherwise 
agreed 
between 
the 
Borrower 
and 
such 
successor. 

After 
the 
retiring 
Administrative 
Agent’s 
resignation 
hereunder 
and 
under 
the 
other 
Loan 
Documents, 
the 
provisions 
of 
this 
Section 10 
and 
Section 13.4 
shall 
continue 
in 
effect 
for 
the 
benefit of 
such retiring 
Administrative Agent, 
its sub-agents 
and their 
respective Related 
Parties 
in 
respect 
of 
any 
actions 
taken 
or 
omitted 
to 
be 
taken 
by 
any 
of 
them 
while 
the 
retiring 
Administrative Agent was acting as Administrative Agent. 
 
Section 10.7. 
Non-Reliance on Administrative Agent and 
Other Lenders
. 
Each Lender and 
L/C Issuer acknowledges that it 
has, independently and without reliance 
upon the Administrative 
Agent 
or 
any 
other 
Lender 
or 
any 
of 
their 
Related 
Parties 
and 
based 
on 
such 
documents 
and 
information as it 
has deemed appropriate, 
made its own 
credit analysis and 
decision to enter 
into 
this Agreement. 
Each Lender 
and L/C 
Issuer also 
acknowledges that 
it will, 
independently and 
without reliance upon 
the Administrative Agent 
or any other 
Lender or any 
of their Related 
Parties 
and 
based 
on 
such 
documents 
and 
information 
as 
it 
shall 
from 
time 
to 
time 
deem 
appropriate, 
continue 
to 
make 
its 
own 
decisions 
in 
taking 
or 
not 
taking 
action 
under 
or 
based 
upon 
this 






-97-
Agreement, 
any 
other 
Loan 
Document 
or 
any 
related 
agreement 
or 
any 
document 
furnished 
hereunder or thereunder. 
Upon 
a 
Lender’s 
written 
request, 
the 
Administrative 
Agent 
agrees 
to 
forward 
to 
such 
Lender, when complete, copies of any field audit, examination, or 
appraisal report prepared by or 
for 
the 
Administrative 
Agent 
with 
respect 
to 
the 
Borrower 
or 
any 
Loan 
Party 
or 
the 
Collateral 
(herein, 
“Reports”
). 
Each Lender 
hereby agrees 
that (a) it 
has requested 
a copy 
of each 
Report 
prepared by or on 
behalf of the Administrative Agent; 
(b) the Administrative Agent (i) 
makes no 
representation or warranty, 
express or implied, 
as to the 
completeness or accuracy 
of any Report 
or any of the information contained therein or any inaccuracy or omission contained in or relating 
to a Report and (ii) 
shall not be liable for 
any information contained in any 
Report; (c) the Reports 
are 
not 
comprehensive 
audits 
or 
examinations, 
and 
that 
any 
Person 
performing 
any 
field 
examination 
will 
inspect 
only 
specific 
information 
regarding 
the 
Borrower 
and 
the 
other 
Loan 
Parties 
and 
will 
rely 
significantly 
upon 
the 
books 
and 
records 
of 
Borrower 
and 
the 
other 
Loan 
Parties, as well as on representations of 
personnel of the Borrower and the other 
Loan Parties, and 
that 
the 
Administrative 
Agent 
undertakes 
no 
obligation 
to 
update, 
correct 
or 
supplement 
the 
Reports; (d) 
it will 
keep all 
Reports confidential 
and strictly 
for its 
internal use, 
not share 
the Report 
with any other Person 
except as otherwise permitted 
pursuant to this Agreement; 
and (e) without 
limiting the generality of any other indemnification provision contained in this Agreement, it will 
pay and 
protect, 
and indemnify, 
defend, and 
hold the 
Administrative 
Agent and 
any such 
other 
Person preparing a Report 
harmless from and against, 
the claims, actions, proceedings, 
damages, 
costs, expenses, and 
other amounts (including 
reasonable attorney fees) 
incurred by as 
the direct 
or 
indirect 
result 
of 
any 
third 
parties 
who 
might 
obtain 
all 
or 
part 
of 
any 
Report 
through 
the 
indemnifying Lender. 
Section 10.8. 
L/C Issuer 
and Swingline Lender.
 
The L/C Issuer shall 
act on behalf 
of the 
Lenders with respect to any Letters of Credit issued by it and the documents 
associated therewith, 
and the Swingline 
Lender shall act 
on behalf of 
the Lenders with 
respect to the 
Swingline Loans 
made hereunder. 
The L/C Issuer and the Swingline Lender shall each have all of the benefits and 
immunities 
(i) provided 
to 
the 
Administrative 
Agent 
in 
this 
Section 10 
with 
respect 
to 
any 
acts 
taken or omissions suffered 
by the L/C Issuer in 
connection with Letters of 
Credit issued by it 
or 
proposed 
to 
be 
issued 
by 
it 
and 
the 
Applications 
pertaining 
to 
such 
Letters 
of 
Credit 
or 
by 
the 
Swingline Lender in 
connection with Swingline 
Loans made or 
to be made 
hereunder as fully 
as 
if 
the 
term 
“Administrative 
Agent”, 
as 
used 
in 
this 
Section 10, 
included 
the 
L/C Issuer 
and 
the 
Swingline Lender 
with respect 
to such 
acts or 
omissions and 
(ii) as additionally 
provided in 
this 
Agreement with 
respect to 
such L/C Issuer 
or Swingline 
Lender, 
as applicable. 
Any resignation 
by the 
Person then 
acting as 
Administrative Agent 
pursuant to 
Section 10.6 shall 
also constitute 
its resignation 
or the 
resignation of 
its Affiliate 
as L/C 
Issuer and 
Swingline Lender 
except as 
it 
may otherwise 
agree. 
If such 
Person then 
acting as 
L/C Issuer 
so resigns, 
it shall 
retain all 
the 
rights, powers, 
privileges and 
duties of 
the L/C 
Issuer hereunder 
with respect 
to all 
Letters of 
Credit 
outstanding as 
of the 
effective date 
of its 
resignation as 
L/C Issuer 
and all 
L/C Obligations 
with 
respect thereto, including 
the right to 
require the Lenders 
to make Loans 
or fund risk 
participations 
in Reimbursement 
Obligations pursuant 
to Section 2.3. 
If such 
Person then 
acting as 
Swingline 
Lender resigns, 
it shall 
retain all 
the rights 
of the 
Swingline Lender 
provided for 
hereunder with 
respect to Swingline Loans 
made by it and 
outstanding as of the 
effective date of such resignation, 
including the right to require the Lenders to make Loans 
or fund risk participations in outstanding 






-98-
Swingline Loans 
pursuant to 
Section 2.2(b). 
Upon the 
appointment by 
the Borrower 
of a 
successor 
L/C Issuer 
or Swingline 
Lender hereunder 
(which successor 
shall in 
all cases 
be a 
Lender other 
than a 
Defaulting Lender), 
(i) such successor 
shall succeed 
to and 
become vested 
with all 
of the 
rights, powers, privileges and duties of 
the retiring L/C Issuer or Swingline 
Lender, as applicable 
(other than 
any rights 
to indemnity 
payments or 
other amounts 
that remain 
owing to 
the retiring 
L/C Issuer 
or Swingline 
Lender), and 
(ii) the retiring 
L/C Issuer 
and Swingline 
Lender shall 
be 
discharged from 
all of 
their respective 
duties and 
obligations hereunder 
or under 
the other 
Loan 
Documents other than 
with respect to 
its outstanding Letters 
of Credit and 
Swingline Loans, and 
(iii) upon 
the request 
of the 
resigning L/C 
Issuer, 
the 
successor L/C 
Issuer shall 
issue 
letters 
of 
credit in substitution for the Letters of Credit, 
if any, outstanding at the time of such succession or 
make 
other 
arrangements 
satisfactory 
to 
the 
resigning 
L/C 
Issuer 
to 
effectively 
assume 
the 
obligations of the resigning L/C Issuer with respect to such Letters of Credit.
Section 10.9. 
Hedging 
Liability 
and 
Bank Product 
Obligations
. 
By virtue 
of 
a 
Lender’s 
execution of this 
Agreement or an 
assignment agreement pursuant 
to Section 13.2, as 
the case may 
be, any Affiliate of such 
Lender with whom the 
Borrower or any other 
Loan Party has entered 
into 
an agreement 
creating Hedging 
Liability or 
Bank Product Obligations 
shall be 
deemed a 
Lender 
party 
hereto 
for 
purposes 
of 
any 
reference 
in 
a 
Loan 
Document 
to 
the 
parties 
for 
whom 
the 
Administrative Agent is acting, it being understood and agreed 
that the rights and benefits of such 
Affiliate 
under 
the 
Loan 
Documents 
consist 
exclusively 
of 
such 
Affiliate’s 
right 
to 
share 
in 
payments and 
collections out 
of the 
Collateral and 
the Guaranty 
Agreements as 
more fully 
set forth 
in 
Section 9.5. 
Without 
limiting 
the 
generality 
of 
the 
foregoing, 
(i) 
each 
such 
Affiliate 
of 
any 
Lender that has entered 
into an agreement 
creating Hedging Liability or 
Bank Product Obligations 
shall, for the avoidance of doubt, 
be deemed to have agreed to 
the provisions of Section 10.15 and 
(ii) no 
such Affiliate 
of any 
Lender shall 
have any 
right to 
notice of 
any action 
or to 
consent to, 
direct or object to 
any action hereunder or 
under any other Loan 
Document or otherwise in 
respect 
of the 
Collateral (including 
the release 
or impairment 
of any 
Collateral). In 
connection with 
any 
such 
distribution 
of 
payments 
and 
collections, 
or 
any 
request 
for 
the 
release 
of 
the 
Guaranty 
Agreements 
and 
the 
Administrative 
Agent’s 
Liens 
in 
connection 
with 
the 
termination 
of 
the 
Commitments 
and 
the 
payment 
in 
full 
of 
the 
Obligations, 
the 
Administrative 
Agent 
shall 
be 
entitled 
to 
assume 
no 
amounts 
are 
due 
to 
any 
Lender 
or 
its 
Affiliate 
with 
respect 
to 
Hedging 
Liability or 
Bank Product 
Obligations unless 
such Lender 
has notified 
the Administrative 
Agent 
in writing of the amount 
of any such liability owed 
to it or its Affiliate prior 
to such distribution or 
payment or release of Guaranty Agreements and Liens. 
Section 10.10. 
Designation of Additional Agents
. 
The Administrative Agent shall 
have the 
continuing right, for purposes hereof, at 
any time and from time to 
time to designate one or more 
of 
the 
Lenders 
(and/or 
its 
or 
their 
Affiliates) 
as 
“syndication 
agents,” 
“documentation 
agents,” 
“book runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such 
designation shall 
have no 
substantive effect, 
and such 
Lenders and 
their Affiliates 
shall have 
no 
additional powers, duties or responsibilities as a result thereof. 
Section 10.11. 
Authorization to Enter into, 
and Enforcement 
of, the Collateral Documents; 
Possession of Collateral
. 
The Administrative Agent 
is hereby irrevocably 
authorized by each 
of 
the Lenders and the L/C Issuer to execute and deliver the Collateral Documents on behalf of each 
of the 
Lenders, the 
L/C Issuer, and 
their Affiliates 
and to 
take such 
action and 
exercise such 
powers 






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under the Collateral 
Documents as the 
Administrative Agent considers 
appropriate; 
provided
 
the 
Administrative Agent shall not 
amend the Collateral Documents 
unless such amendment is 
agreed 
to 
in 
writing 
by 
the 
Required 
Lenders. 
Upon 
the 
occurrence 
of 
an 
Event 
of 
Default, 
the 
Administrative Agent 
shall take 
such action 
to enforce 
its Lien 
on the 
Collateral and to 
preserve 
and 
protect 
the 
Collateral 
as 
may 
be 
directed 
by 
the 
Required 
Lenders. 
Unless 
and 
until 
the 
Required Lenders 
give such 
direction, the 
Administrative Agent 
may (but 
shall not 
be obligated 
to) take 
or refrain 
from taking 
such actions 
as it 
deems appropriate 
and in the 
best interest 
of all 
the Lenders and L/C Issuer. 
Each Lender and L/C Issuer acknowledges and 
agrees that it will be 
bound by the 
terms and conditions 
of the Collateral 
Documents upon the 
execution and delivery 
thereof 
by the 
Administrative Agent. 
The Administrative 
Agent shall 
not be 
responsible for 
or 
have 
a 
duty 
to 
ascertain 
or 
inquire 
into 
any 
representation 
or 
warranty 
regarding 
the 
existence, 
value or collectability of the Collateral, the existence, 
priority or perfection of the Administrative 
Agent’s 
Lien thereon, or any 
certificate prepared by any 
Loan Party in connection 
therewith, nor 
shall 
the 
Administrative 
Agent 
be 
responsible 
or 
liable 
to 
the 
Lenders, 
the 
L/C 
Issuer 
or 
their 
Affiliates for 
any failure 
to monitor 
or maintain 
any portion 
of the 
Collateral. 
The Lenders 
and 
L/C Issuer 
hereby irrevocably 
authorize (and 
each of 
their Affiliates 
holding any 
Bank Product 
Obligations 
and 
Hedging 
Liability 
entitled 
to 
the 
benefits 
of 
the 
Collateral 
shall 
be 
deemed 
to 
authorize) the Administrative Agent, based 
upon the instruction of the 
Required Lenders, to credit 
bid and purchase (either directly or through 
one or more acquisition vehicles) all or 
any portion of 
the Collateral 
at any 
sale thereof conducted 
by the Administrative 
Agent (or any 
security trustee 
therefore) under the provisions of 
the Uniform Commercial Code, including 
pursuant to Sections 
9-610 
or 
9-620 
of 
the 
Uniform 
Commercial 
Code, 
at 
any 
sale 
thereof 
conducted 
under 
the 
provisions 
of 
the 
United 
States 
Bankruptcy 
Code, 
including 
Section 
363 
of 
the 
United 
States 
Bankruptcy 
Code, 
or 
at 
any 
sale 
or 
foreclosure 
conducted 
by 
the 
Administrative 
Agent 
or 
any 
security trustee therefore 
(whether by judicial 
action or otherwise) 
in accordance with applicable 
law. 
Except 
as 
otherwise 
specifically 
provided 
for 
herein, 
no 
Lender, 
L/C 
Issuer, 
or 
their 
Affiliates, other than the Administrative 
Agent, shall have the right to 
institute any suit, action or 
proceeding in 
equity or 
at law 
for the 
foreclosure or 
other realization 
upon any 
Collateral or 
for 
the execution of any trust 
or power in respect of 
the Collateral or for the 
appointment of a receiver 
or for the 
enforcement of any 
other remedy under 
the Collateral Documents; 
it being understood 
and intended 
that no 
one or 
more of 
the Lenders 
or L/C 
Issuer or 
their Affiliates 
shall have 
any 
right in any 
manner whatsoever to 
affect, disturb or 
prejudice the Lien 
of the 
Administrative Agent 
(or any security 
trustee therefor) under 
the Collateral Documents 
by its or 
their action or 
to enforce 
any 
right 
thereunder, 
and 
that 
all 
proceedings 
at 
law 
or 
in 
equity 
shall 
be 
instituted, 
had, 
and 
maintained by the Administrative Agent (or its security 
trustee) in the manner provided for in the 
relevant Collateral Documents 
for the benefit 
of the Lenders, the 
L/C Issuer, and 
their Affiliates. 

Each 
Lender 
and 
L/C 
Issuer 
is 
hereby 
appointed 
agent 
for 
the 
purpose 
of 
perfecting 
the 
Administrative 
Agent’s 
security 
interest 
in 
assets 
which, 
in 
accordance 
with 
Article 9 
of 
the 
Uniform Commercial Code or 
other applicable law can 
be perfected only by 
possession. 
Should 
any 
Lender 
or 
L/C 
Issuer 
(other 
than 
the 
Administrative 
Agent) 
obtain 
possession 
of 
any 
Collateral, such Lender or L/C 
Issuer shall notify the Administrative 
Agent thereof, and, promptly 
upon 
the 
Administrative 
Agent’s 
request 
therefor 
shall 
deliver 
such 
Collateral 
to 
the 
Administrative Agent or in accordance with the Administrative Agent’s instructions. 

 
Section 10.12. 
Authorization 
to 
Release, 
Limit 
or 
Subordinate 
Liens 
or 
to 
Release 
Guaranties.
 
The Administrative Agent 
is hereby irrevocably 
authorized by each 
of the Lenders, 






-100-
the 
L/C Issuer, 
and 
their 
Affiliates 
to 
(a) release 
any 
Lien 
covering 
any 
Collateral 
that 
is 
sold, 
transferred, 
or 
otherwise 
disposed 
of 
in 
accordance 
with 
the 
terms 
and 
conditions 
of 
this 
Agreement 
and 
the 
relevant 
Collateral 
Documents 
(including 
a 
sale, 
transfer, 
or 
disposition 
permitted by 
the terms 
of Section 8.10 
or which 
has otherwise 
been consented 
to in 
accordance 
with Section 13.3), (b) release or subordinate any Lien on Collateral consisting of goods financed 
with purchase 
money indebtedness 
or under 
a Capital 
Lease to 
the extent 
such purchase 
money 
indebtedness or 
Capitalized Lease 
Obligation, and 
the Lien 
securing the 
same, are 
permitted by 
Sections 8.7(b) 
and 
8.8(d), 
(c) reduce 
or 
limit 
the 
amount 
of 
the 
indebtedness 
secured 
by 
any 
particular item 
of Collateral 
to an 
amount not 
less than 
the estimated 
value thereof 
to the 
extent 
necessary to 
reduce mortgage 
registry, 
filing and 
similar tax, 
(d) release Liens 
on the 
Collateral 
following 
termination 
or 
expiration 
of 
the 
Commitments 
and 
payment 
in 
full 
in 
cash 
of 
the 
Obligations (other than contingent 
indemnification obligations) and the 
expiration or termination 
of 
all 
Letters 
of 
Credit 
(other 
than 
Letters 
of 
Credit 
that 
have 
been 
Cash 
Collateralized 
to 
the 
satisfaction 
of 
the 
Administrative 
Agent 
and 
relevant 
L/C 
Issuer) 
and, 
if 
then 
due, 
Hedging 
Liability and 
Bank Product 
Obligations, and 
(e) release any 
Subsidiary from 
its obligations 
as a 
Guarantor if such Person ceases to be a Subsidiary as a result of a transaction permitted under the 
Loan Documents. 
Upon the 
Administrative Agent’s 
request, the 
Required Lenders 
will confirm 
in writing 
the Administrative 
Agent’s 
authority to 
release or subordinate 
its interest 
in particular 
types or items 
of Property or 
to release any 
Person form its 
obligations as a 
Guarantor under the 
Loan Documents.
Section 10.13. 
Authorization of Administrative Agent to 
File Proofs of Claim. 

In case of the 
pendency of any 
proceeding under any 
Debtor Relief Law 
or any other 
judicial proceeding relative 
to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or 
L/C Obligation shall 
then be due 
and payable as 
herein expressed 
or by declaration 
or otherwise 
and 
irrespective 
of 
whether 
the 
Administrative 
Agent 
shall 
have 
made 
any 
demand 
on 
the 
Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
 
(a) 
to file and prove a claim for 
the whole amount of the principal and 
interest 
owing and unpaid 
in respect 
of the Loans, 
L/C Obligations 
and all 
other Obligations that 
are owing 
and unpaid and 
to file 
such other documents 
as may be 
necessary or advisable 
in 
order 
to 
have 
the 
claims 
of 
Lenders, 
the 
L/C 
Issuer 
and 
the 
Administrative 
Agent 
(including 
any 
claim 
for 
the 
reasonable 
compensation, 
expenses, 
disbursements 
and 
advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective 
agents 
and 
counsel 
and 
all 
other 
amounts 
due 
the 
Lenders, 
the 
L/C 
Issuer 
and 
the 
Administrative 
Agent 
under 
the 
Loan 
Documents 
including, 
but 
not 
limited 
to, 
Sections 3.1, 4.4, 4.5, and 13.4) allowed in such judicial proceeding; and 
 
(b) 
to collect 
and receive 
any monies 
or other 
property payable 
or deliverable 
on any such claims and to distribute the same; 
and any 
custodian, receiver, 
assignee, trustee, 
liquidator, 
sequestrator or 
other similar 
official in 
any such 
judicial proceeding 
is hereby 
authorized by 
each Lender 
and L/C 
Issuer to 
make such 
payments to 
the Administrative 
Agent and, 
in the 
event that 
the Administrative 
Agent shall 
consent 
to 
the 
making 
of 
such 
payments 
directly 
to 
the 
Lenders 
and 
the 
L/C 
Issuer, 
to 
pay 
to 
the 
Administrative Agent any amount due for the 
reasonable compensation, expenses, disbursements 






-101-
and advances of the Administrative Agent and its 
agents and counsel, and any other amounts 
due 
the Administrative Agent under Sections 3.1 and 13.4. 
Nothing contained herein shall be deemed 
to authorize 
the Administrative 
Agent to 
authorize or 
consent to 
or accept 
or adopt 
on behalf 
of 
any 
Lender 
or 
L/C 
Issuer 
any 
plan 
of 
reorganization, 
arrangement, 
adjustment 
or 
composition 
affecting 
the 
Obligations 
or 
the 
rights 
of 
any 
Lender 
or 
L/C 
Issuer 
or 
to 
authorize 
the 
Administrative 
Agent 
to 
vote 
in 
respect 
of 
the 
claim 
of 
any 
Lender 
or 
L/C 
Issuer 
in 
any 
such 
proceeding. 
 
Section 10.14. 
Certain ERISA Matters. 

(a) 
Each Lender (x) represents 
and warrants, as of 
the 
date 
such 
Person 
became 
a 
Lender 
party 
hereto, 
to, 
and 
(y) 
covenants, 
from 
the 
date 
such 
Person became a Lender party 
hereto to the date such 
Person ceases being a Lender 
party hereto, 
for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, 
to or for the benefit of any 
Borrower or any other Loan Party, 
that at least one of the following 
is 
and will be true: 
 
(i) 
such Lender is not 
using “plan assets” (within 
the meaning of Section 
3(42) 
of 
ERISA 
or 
otherwise) 
of 
one 
or 
more 
Benefit 
Plans 
with 
respect 
to 
such 
Lender’s 
entrance into, participation in, administration of and performance of 
the Loans, the Letters 
of Credit, the Commitments or this Agreement; 
 
(ii) 
the transaction 
exemption set 
forth in one 
or more 
PTEs, such 
as PTE 
84-
14 
(a 
class 
exemption 
for 
certain 
transactions 
determined 
by 
independent 
qualified 
professional 
asset 
managers), 
PTE 
95-60 
(a 
class 
exemption 
for 
certain 
transactions 
involving insurance 
company general accounts), 
PTE 90-1 (a 
class exemption 
for certain 
transactions involving 
insurance company 
pooled separate 
accounts), PTE 
91-38 (a 
class 
exemption for certain transactions involving bank 
collective investment funds) or PTE 96-
23 (a class 
exemption for certain 
transactions determined by 
in-house asset managers), 
is 
applicable with 
respect to 
such Lender’s 
entrance into, 
participation in, 
administration of 
and performance 
of the 
Loans, the 
Letters of 
Credit, the 
Commitments and 
this Agreement; 
or 
 
(iii) 
(A) 
such 
Lender 
is 
an 
investment 
fund 
managed 
by 
a 
“Qualified 
Professional 
Asset 
Manager” 
(within 
the 
meaning 
of 
Part 
VI 
of 
PTE 
84-14), 
(B) 
such 
Qualified 
Professional 
Asset 
Manager 
made 
the 
investment 
decision 
on 
behalf 
of 
such 
Lender to enter 
into, participate in, 
administer and 
perform the Loans, 
the Letters of 
Credit, 
the 
Commitments 
and 
this 
Agreement, 
(C) 
the 
entrance 
into, 
participation 
in, 
administration of 
and performance 
of the 
Loans, the 
Letters of 
Credit, the 
Commitments 
and this 
Agreement satisfies 
the requirements 
of sub-sections 
(b) through 
(g) of 
Part I 
of 
PTE 84-14 and (D) 
to the best knowledge 
of such Lender, 
the requirements of subsection 
(a) 
of 
Part 
I 
of 
PTE 
84-14 
are 
satisfied 
with 
respect 
to 
such 
Lender’s 
entrance 
into, 
participation in, administration of and performance of the Loans, the Letters of Credit, the 
Commitments and this Agreement; or 
 
(iv) 
such 
other 
representation, 
warranty 
and 
covenant 
as 
may 
be 
agreed 
in 
writing between the Administrative Agent, in its sole discretion, and such Lender. 






-102-
 
(b) 
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) 
is 
true with 
respect to 
a Lender 
or (2) 
a Lender 
has provided 
another representation, 
warranty and 
covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender 
further (x) represents 
and warrants, as 
of the 
date such Person 
became a Lender 
party hereto, to, 
and (y) covenants, 
from the date 
such Person became 
a Lender party 
hereto to the 
date such Person 
ceases being 
a Lender 
party hereto, 
for the 
benefit of, 
the Administrative 
Agent and 
not, for 
the 
avoidance 
of 
doubt, 
to 
or 
for 
the 
benefit 
of 
any 
Borrower 
or 
any 
other 
Loan 
Party, 
that 
the 
Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such 
Lender’s 
entrance 
into, 
participation 
in, 
administration 
of 
and 
performance 
of 
the 
Loans, 
the 
Letters 
of 
Credit, 
the 
Commitments 
and 
this 
Agreement 
(including 
in 
connection 
with 
the 
reservation or exercise of any rights by 
the Administrative Agent under this Agreement, any 
Loan 
Document or any documents related hereto or thereto). 
 
Section 10.15. 
Recovery of Erroneous Payments
. 
Notwithstanding anything to the contrary 
in 
this 
Agreement, if 
at any 
time 
the Administrative 
Agent 
determines (in 
its 
sole 
and absolute 
discretion) that 
it has 
made a 
payment hereunder 
in error 
to any 
Lender, L/C Issuer 
or other 
secured 
party hereunder, 
whether or 
not in 
respect of 
an Obligation 
due and 
owing by 
the Borrowers 
at 
such time, 
where such 
payment is 
a Rescindable 
Amount, then 
in any 
such event, 
each such 
Person 
receiving a Rescindable 
Amount severally agrees 
to repay to 
the Administrative Agent 
forthwith 
on demand 
the Rescindable 
Amount received 
by such 
Person in 
immediately available 
funds in 
the 
currency 
so 
received, 
with 
interest 
thereon, 
for 
each 
day 
from 
and 
including 
the 
date 
such 
Rescindable Amount is received 
by it to but 
excluding the date of payment 
to the Administrative 
Agent, at the greater of 
the Federal Funds Rate and 
a rate determined by the 
Administrative Agent 
in 
accordance 
with 
banking 
industry 
rules 
on 
interbank 
compensation. 
Each 
Lender, 
each 
L/C 
Issuer and each other secured 
party hereunder irrevocably waives any 
and all defenses, including 
any “discharge 
for value” 
(under which 
a creditor 
might otherwise 
claim a 
right to 
retain funds 
mistakenly 
paid 
by 
a 
third 
party 
in 
respect 
of 
a 
debt 
owed 
by 
another), 
“good 
consideration”, 
“change of 
position” or 
similar defenses 
(whether at 
law or 
in equity) 
to its 
obligation to 
return 
any Rescindable 
Amount. 
The Administrative 
Agent shall 
inform each 
Lender, L/C Issuer 
or other 
secured party hereunder that received a Rescindable Amount promptly upon determining that any 
payment 
made 
to 
such 
Person 
comprised, 
in 
whole 
or 
in 
part, 
a 
Rescindable 
Amount. 
Each 
Person’s obligations, agreements 
and waivers 
under this 
Section 10.16 
shall survive 
the resignation 
or 
replacement 
of 
the 
Administrative 
Agent, 
any 
transfer 
of 
rights 
or 
obligations 
by, 
or 
the 
replacement of, a 
Lender or 
L/C Issuer, the 
termination of the 
Commitments and/or the 
repayment, 
satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 
S
ECTION
 
11. 
T
HE 
G
UARANTEES
. 
Section 11.1. 
The Guarantees
. 
To induce the Lenders and 
L/C Issuer to provide 
the credits 
described herein and in consideration of benefits expected to accrue to the Borrower 
by reason of 
the 
Commitments 
and 
for 
other 
good 
and 
valuable 
consideration, 
receipt 
of 
which 
is 
hereby 
acknowledged, 
each 
Wholly-owned 
Subsidiary 
party 
hereto 
(including 
any 
Wholly-owned 
Subsidiary executing 
an Additional 
Guarantor Supplement 
in the 
form attached 
hereto as 
Exhibit F 
or such 
other form 
acceptable to 
the Administrative 
Agent) and 
the Borrower 
(as to 
the Secured 
Obligations of another Loan Party) hereby unconditionally and irrevocably guarantees jointly and 
severally to the Administrative 
Agent, the Lenders, and 
the L/C Issuer and their 
Affiliates, the due 






-103-
and punctual payment of all present and future Secured Obligations, including, but not limited to, 
the 
due 
and 
punctual 
payment 
of 
principal 
of 
and 
interest 
on 
the 
Loans, 
the 
Reimbursement 
Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by 
the 
Borrower 
under 
the 
Loan 
Documents 
and 
the 
due 
and 
punctual 
payment 
of 
all 
Hedging 
Liability and Bank Product Obligations, in each case as and when the same shall become due and 
payable, whether 
at stated 
maturity, 
by acceleration, 
or otherwise, 
according to 
the terms 
hereof 
and 
thereof 
(including 
all 
interest, 
costs, 
fees, 
and 
charges 
after 
the 
entry 
of 
an 
order 
for 
relief 
against the Borrower or such 
other obligor in a 
case under the United 
States Bankruptcy Code or 
any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed 
claim against the Borrower or any such obligor in any such proceeding); 
provided, however,
 
that, 
with respect to 
any Guarantor, 
Hedging Liability guaranteed 
by such Guarantor 
shall exclude all 
Excluded Swap Obligations. 
In case of failure by the Borrower 
or other obligor punctually to pay 
any 
Secured 
Obligations 
guaranteed 
hereby, 
each 
Guarantor 
hereby 
unconditionally 
agrees 
to 
make such payment 
or to cause 
such payment to 
be made punctually 
as and when the 
same shall 
become due and payable, whether at stated 
maturity, by 
acceleration, or otherwise, and as if 
such 
payment 
were 
made 
by 
the 
Borrower 
or 
such 
obligor. 
Only 
direct 
and 
indirect 
Wholly-owned 
Subsidiaries of 
the Borrower 
that are 
Domestic Subsidiaries 
shall be 
required to 
be a 
Guarantor 
and bound by the guaranty provisions of this Section 11. 

Section 11.2. 
Guarantee 
Unconditional
. 
The 
obligations 
of 
each 
Guarantor 
under 
this 
Section 11 
shall 
be 
unconditional 
and 
absolute 
and, 
without 
limiting 
the 
generality 
of 
the 
foregoing, shall not be released, discharged, or otherwise affected by: 
 
(a) 
any 
extension, 
renewal, 
settlement, 
compromise, 
waiver, 
or 
release 
in 
respect of any 
obligation of any 
Loan Party or 
other obligor or 
of any other 
guarantor under 
this Agreement or any other Loan Document or by operation of law or otherwise; 
 
(b) 
any modification or amendment of or supplement to this Agreement or any 
other 
Loan 
Document 
or 
any 
agreement 
relating 
to 
Hedging 
Liability 
or 
Bank 
Product 
Obligations; 
 
(c) 
any 
change 
in 
the 
corporate 
existence, 
structure, 
or 
ownership 
of, 
or 
any 
insolvency, 
bankruptcy, 
reorganization, 
or 
other 
similar 
proceeding 
affecting, 
any 
Loan 
Party or 
other obligor, any 
other guarantor, or 
any of 
their respective 
assets, or 
any resulting 
release or 
discharge of 
any obligation 
of any 
Loan Party 
or other 
obligor or 
of any 
other 
guarantor contained in any Loan Document; 

 
(d) 
the existence of any claim, set-off, 
or other rights which any Loan Party or 
other 
obligor 
or 
any 
other 
guarantor 
may 
have 
at 
any 
time 
against 
the 
Administrative 
Agent, any 
Lender, the L/C Issuer 
or any 
other Person, 
whether or 
not arising 
in connection 
herewith; 
 
(e) 
any 
failure 
to 
assert, 
or 
any 
assertion 
of, 
any 
claim 
or 
demand 
or 
any 
exercise of, 
or failure 
to exercise, 
any rights 
or remedies 
against any 
Loan Party 
or other 
obligor, any other guarantor, or any 
other Person or Property; 






-104-
 
(f) 
any application of any sums by whomsoever paid or howsoever 
realized to 
any obligation 
of any 
Loan Party 
or other 
obligor, 
regardless of 
what obligations 
of any 
Loan Party or other obligor remain unpaid; 
 
(g) 
any invalidity 
or unenforceability 
relating to 
or against 
any Loan 
Party or 
other obligor or any other guarantor 
for any reason of this Agreement 
or of any other Loan 
Document or any agreement relating to Hedging Liability 
or Bank Product Obligations or 
any provision 
of applicable 
law or 
regulation purporting 
to prohibit 
the payment 
by any 
Loan Party 
or other 
obligor or 
any other 
guarantor of 
the principal 
of or 
interest on 
any 
Loan 
or 
any 
Reimbursement 
Obligation 
or 
any 
other 
amount 
payable 
under 
the 
Loan 
Documents or 
any agreement 
relating to 
Hedging Liability 
or Bank 
Product Obligations; 
or 
 
(h) 
any other act or omission to act or 
delay of any kind by the Administrative 
Agent, 
any 
Lender, 
the 
L/C Issuer, 
or 
any 
other 
Person 
or 
any 
other 
circumstance 
whatsoever 
that 
might, 
but 
for 
the 
provisions 
of 
this 
subsection, 
constitute 
a 
legal 
or 
equitable discharge of the obligations of any Guarantor under this Section 11. 
Section 11.3. 
Discharge 
Only 
upon 
Payment 
in 
Full; 
Reinstatement 
in 
Certain 
Circumstances
. 
Each Guarantor’s obligations under this Section 11 shall remain in full force 
and 
effect until the 
Commitments are terminated, all 
Letters of Credit have 
expired, and the principal 
of and 
interest on 
the Loans 
and all 
other amounts 
payable by 
the Borrower 
and the 
other Loan 
Parties under this 
Agreement and all other 
Loan Documents and, 
if then outstanding 
and unpaid, 
all Hedging Liability 
and Bank Product 
Obligations shall have 
been paid in 
full. 
If at any 
time any 
payment of the principal 
of or interest on 
any Loan or any 
Reimbursement Obligation or any 
other 
amount payable by 
any Loan Party 
or other obligor 
or any guarantor 
under the Loan 
Documents 
or any agreement relating 
to Hedging Liability or 
Bank Product Obligations is 
rescinded or must 
be otherwise restored or 
returned upon the insolvency, bankruptcy, or reorganization of such 
Loan 
Party or 
other obligor 
or of 
any guarantor, 
or otherwise, 
each Guarantor’s 
obligations under 
this 
Section 11 with 
respect to such payment 
shall be reinstated at 
such time as though 
such payment 
had become due but had not been made at such time. 
Section 11.4. 
Subrogation
. 
Each Guarantor agrees 
it will not 
exercise any rights 
which it 
may acquire 
by way 
of subrogation 
by any 
payment made 
hereunder, 
or otherwise, 
until all 
the 
Secured 
Obligations 
shall 
have 
been 
paid 
in 
full 
subsequent 
to 
the 
termination 
of 
all 
the 
Commitments and expiration 
of all Letters of 
Credit. 
If any amount shall 
be paid to a 
Guarantor 
on account of such subrogation rights 
at any time prior to 
the later of (x) the payment 
in full of the 
Secured Obligations 
and all 
other amounts 
payable by 
the Loan 
Parties hereunder 
and the 
other 
Loan 
Documents 
and 
(y) the 
termination 
of 
the 
Commitments 
and 
expiration 
of 
all 
Letters 
of 
Credit, such amount shall be 
held in trust for the 
benefit of the Administrative Agent, 
the Lenders, 
and the 
L/C Issuer (and 
their Affiliates) 
and shall 
forthwith be 
paid to 
the Administrative 
Agent 
for the benefit of the Lenders and L/C Issuer 
(and their Affiliates) or be credited and applied upon 
the 
Secured 
Obligations, 
whether 
matured 
or 
unmatured, 
in 
accordance 
with 
the 
terms 
of 
this 
Agreement. 






-105-
Section 11.5. 
Subordination
. 
Each Guarantor (each referred 
to herein as a 
“Subordinated 
Creditor”
) hereby subordinates the payment of all indebtedness, obligations, and liabilities of the 
Borrower 
or 
other 
Loan 
Party 
owing 
to 
such 
Subordinated 
Creditor, 
whether 
now 
existing 
or 
hereafter arising, 
to the 
indefeasible payment 
in full 
in cash 
of all 
Secured Obligations. 
During 
the existence of any 
Event of Default, subject to 
Section 11.4, any 
such indebtedness, obligation, 
or 
liability 
of 
the 
Borrower 
or 
other 
Loan 
Party 
owing 
to 
such 
Subordinated 
Creditor 
shall 
be 
enforced and performance received by such Subordinated Creditor as trustee for the benefit of 
the 
holders 
of 
the 
Secured 
Obligations 
and 
the 
proceeds 
thereof 
shall 
be 
paid 
over 
to 
the 
Administrative 
Agent 
for 
application to 
the 
Secured 
Obligations 
(whether 
or 
not 
then due), 
but 
without reducing or affecting in any manner the liability of such Guarantor under this Section 11. 
Section 11.6. 
Waivers
. 
Each 
Guarantor 
irrevocably 
waives 
acceptance 
hereof, 
presentment, demand, protest, and any notice 
not provided for herein, as well 
as any requirement 
that at 
any time any 
action be taken 
by the Administrative 
Agent, any Lender, 
the L/C Issuer, 
or 
any other Person 
against the Borrower 
or any other 
Loan Party or 
other obligor, another guarantor, 
or any other Person. 
 
Section 11.7. 
Limit on Recovery
. 
Notwithstanding any other provision hereof, the right of 
recovery against each Guarantor under this Section 11 shall not 
exceed $1.00 less than the lowest 
amount which would 
render such Guarantor’s 
obligations under this 
Section 11 void 
or voidable 
under applicable law, including, without limitation, fraudulent conveyance law. 
Section 11.8. 
Stay of Acceleration
. 
If acceleration of the 
time for payment of 
any amount 
payable by the 
Borrower or other 
Loan Party or 
other obligor under 
this Agreement or 
any other 
Loan 
Document, 
or 
under 
any 
agreement 
relating 
to 
Hedging 
Liability 
or 
Bank 
Product 
Obligations, is stayed upon the insolvency, 
bankruptcy or reorganization of the 
Borrower or such 
other Loan Party or obligor, all such amounts otherwise subject to acceleration under the terms of 
this Agreement 
or the 
other Loan 
Documents, or 
under any 
agreement relating 
to Hedging 
Liability 
or Bank Product Obligations, shall nonetheless be payable by the Guarantors hereunder forthwith 
on demand by the 
Administrative Agent made at 
the request or otherwise 
with the consent of 
the 
Required Lenders. 
Section 11.9. 
Benefit to 
Guarantors
. 
The Loan 
Parties are 
engaged in 
related businesses 
and integrated to such an extent that the 
financial strength and flexibility of the Borrower and 
the 
other Loan 
Parties has 
a direct 
impact on 
the success 
of each other 
Loan Party. 
Each Guarantor 
will derive substantial direct 
and indirect benefit 
from the extensions 
of credit hereunder, and each 
Guarantor acknowledges that this guarantee is necessary or convenient to the 
conduct, promotion 
and attainment of its business. 
Section 11.10. 
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 
Loan Party 
to honor 
all of 
its obligations 
under 
this 
Guaranty 
in 
respect 
of 
Swap 
Obligations 
(provided, 
however, 
that 
each 
Qualified 
ECP 
Guarantor shall 
only be 
liable under 
this Section 
for the 
maximum amount 
of such 
liability that 
can be hereby 
incurred without rendering 
its obligations under 
this Section, 
or otherwise under 
this 
Guaranty, voidable 
under applicable law relating to fraudulent conveyance or fraudulent transfer, 






-106-
and 
not 
for 
any 
greater 
amount). 
The 
obligations 
of 
each 
Qualified 
ECP 
Guarantor 
under 
this 
Section shall 
remain in 
full force 
and effect 
until discharged 
in accordance 
with Section 11.3. 
Each 
Qualified ECP Guarantor intends that 
this Section constitute, and this 
Section 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. 

S
ECTION
 
12. 
C
OLLATERAL
. 
Section 12.1. 
Collateral
. 
The Secured 
Obligations shall 
be secured 
by valid, 
perfected, and 
enforceable Liens 
on all right, 
title, and 
interest of 
each Loan 
Party in 
all of 
its accounts, 
chattel 
paper, instruments, documents, 
payment intangibles,
letter-of-credit rights, supporting 
obligations, 
deposit accounts, inventory and 
farm products and certain 
other Property as specifically 
set forth 
in the Collateral Documents whether now 
owned or hereafter acquired or 
arising, and all proceeds 
thereof; 
provided, 
however, 
that: 
(i) the 
Collateral 
shall 
not 
include 
Excluded 
Property, 
and 
(ii) 
the Collateral need not include (or 
be perfected if a Lien is 
granted) those assets of any Loan 
Party 
as 
to 
which 
the 
Administrative 
Agent 
in 
its 
sole 
discretion 
determines 
that 
the 
cost 
of 
obtaining a 
security interest 
in or 
perfection thereof 
are excessive 
in relation 
to the 
value of 
the 
security to be 
afforded thereby. 
Each Loan Party 
acknowledges and agrees 
that the Liens 
on the 
Collateral shall be 
granted to the 
Administrative Agent for 
the benefit of 
the holders of 
the Secured 
Obligations and shall be valid and perfected first priority Liens (to the extent perfection by filing, 
registration, recordation, possession or control is required herein or in any other Loan Document) 
subject to 
the proviso 
appearing at 
the end 
of the 
preceding sentence 
and to 
Liens permitted 
by 
Section 8.8, in each 
case pursuant to one 
or more Collateral 
Documents from such 
Persons, each 
in form and substance satisfactory to the Administrative Agent. 

Section 12.2. 
Depository Banks
. 
Each Loan Party shall 
maintain the Administrative Agent 
(or 
one 
of 
its 
Affiliates) 
as 
its 
primary 
depository 
bank, 
including 
for 
its 
principal 
operating, 
administrative, 
cash 
management, 
lockbox 
arrangements, 
collection 
activity, 
and 
other 
deposit 
accounts for the conduct of its business. 
Section 12.3. 
Further Assurances
. 
Each Loan Party agrees that 
it shall, from time to 
time 
at the request of 
the Administrative Agent, execute 
and deliver such documents 
and do such acts 
and things as 
the Administrative Agent 
may reasonably request in 
order to provide for 
or perfect 
or protect such 
Liens on the 
Collateral. 
In the event 
any Loan Party 
forms or acquires 
any other 
Subsidiary after the 
date hereof, except 
as otherwise provided 
in the 
definition of Guarantor, 
the 
Loan 
Parties 
shall 
promptly 
upon 
such 
formation 
or 
acquisition 
cause 
such 
newly 
formed 
or 
acquired 
Subsidiary 
to 
execute 
a 
Guaranty 
Agreement 
and 
such 
Collateral 
Documents 
as 
the 
Administrative 
Agent 
may 
then 
require, 
and 
the 
Loan 
Parties 
shall 
also 
deliver 
to 
the 
Administrative 
Agent, 
or 
cause 
such 
Subsidiary 
to 
deliver 
to 
the 
Administrative 
Agent, 
at 
the 
Borrower’s 
cost 
and 
expense, 
such 
other 
instruments, 
documents, 
certificates, 
and 
opinions 
reasonably required by the Administrative Agent in connection therewith. 






-107-
S
ECTION
 
13. 
M
ISCELLANEOUS
. 
 
Section 13.1. 
Notices
. 

 
(a) 
Notices Generally. 

Except in the 
case of notices 
and other communications 
expressly 
permitted to 
be given 
by telephone 
(and except 
as provided 
in subsection (b) 
below), all 
notices 
and other communications 
provided for herein 
shall be in 
writing and shall 
be delivered by 
hand 
or overnight courier services or mailed by certified or registered mail as follows: 
 
(i) 
if to 
the Borrower or 
any other 
Loan Party, 
to it at 
1052 Highland 
Colony 
Parkway, Suite 200, Ridgeland, 
MS 39157, Attention 
of Max Bowman, 
Vice President and 
Chief Financial Officer; Telephone No. (601) 718-4238 with a 
copy to the same address 
to 
the attention of Robert Holladay, General Counsel; Telephone 
No. (601) 948-6813; 
 
(ii) 
if to the Administrative Agent or 
to BMO Harris Bank N.A. in 
its capacity 
as 
L/C 
Issuer, 
to 
BMO 
Harris 
Bank 
N.A. 
at 
111 
West 
Monroe 
Street, 
Chicago, 
Illinois 
60603, Attention of David J. Bechstein; Telephone No. (312) 461-5174); 
 
(iii) 
if 
to 
a 
Lender, 
to 
it 
at 
its 
address 
set 
forth 
in 
its 
Administrative 
Questionnaire. 
Notices sent by 
hand or overnight 
courier service, or 
mailed by certified 
or registered mail, 
shall 
be 
deemed 
to 
have 
been 
given 
when 
received. 
Notices 
delivered 
through 
electronic 
communications, to the extent 
provided in subsection (b) below, 
shall be effective 
as provided in 
said subsection (b). 
 
(b) 
Electronic Communications. 

Notices and other 
communications to the 
Lenders and 
the L/C Issuers hereunder may be 
delivered or furnished by electronic communication (including 
e-mail and 
Internet or 
intranet websites) 
pursuant to 
procedures approved 
by the 
Administrative 
Agent, 
provided 
that the foregoing shall not apply to notices to any Lender 
or L/C Issuer pursuant 
to 
Sections 2.2, 
2.3 
and 
2.6 
if 
such 
Lender 
or 
L/C 
Issuer, 
as 
applicable, 
has 
notified 
the 
Administrative Agent 
that it 
is incapable 
of receiving 
notices under 
such Sections 
by electronic 
communication. 
The Administrative Agent or the 
Borrower may, in its discretion, agree to accept 
notices 
and 
other 
communications 
to 
it 
hereunder 
by 
electronic 
communications 
pursuant 
to 
procedures approved by it; 
provided 
that approval of such procedures may be limited 
to particular 
notices or communications. 
Unless 
the 
Administrative 
Agent 
otherwise 
prescribes, 
(i) notices 
and 
other 
communications sent 
to an e-mail 
address shall be 
deemed received 
upon the sender’s 
receipt of 
an 
acknowledgement 
from 
the 
intended 
recipient 
(such 
as 
by 
the 
“return 
receipt 
requested” 
function, 
as 
available, 
return 
e-mail 
or 
other 
written 
acknowledgement), 
and 
(ii) notices 
or 
communications 
posted 
to 
an 
Internet 
or 
intranet 
website 
shall 
be 
deemed 
received 
upon 
the 
deemed 
receipt 
by 
the 
intended 
recipient, 
at 
its 
e-mail 
address 
as 
described 
in 
the 
foregoing 
clause (i), 
of 
notification 
that 
such 
notice 
or 
communication 
is 
available 
and 
identifying 
the 
website address therefor; 
provided 
that, for both clauses (i) and (ii) above, if such notice, email or 
other communication is not sent 
during the normal business hours of 
the recipient, such notice or 






-108-
communication shall be deemed to have been sent at the opening of business on the next business 
day for the recipient. 
 
(c) 
Change of 
Address, etc. 

Any party 
hereto may 
change its 
address or 
facsimile number 
for notices and other communications hereunder by notice to the other parties hereto. 
 
(d) 
Platform. 

(i) Each Loan 
Party agrees 
that the 
Administrative Agent 
may, 
but shall 
not be obligated to, make 
the Communications (as defined below) 
available to the L/C Issuers 
and 
the 
other 
Lenders 
by 
posting 
the 
Communications 
on 
Debt 
Domain, 
Intralinks, 
Syndtrak 
or 
a 
substantially similar electronic transmission system (the 
“Platform”
). 
 
(ii) 
The Platform is provided “as is” and 
“as available.” 
The Agent Parties (as 
defined below) 
do not 
warrant the 
adequacy of 
the Platform 
and expressly 
disclaim liability 
for errors or omissions 
in the Communications. 
No warranty of any kind, 
express, implied 
or statutory, 
including, without 
limitation, any 
warranty 
of merchantability, 
fitness for 
a 
particular purpose, non-infringement of third-party 
rights or freedom from viruses 
or other 
code defects, 
is made 
by any 
Agent Party 
in connection 
with the 
Communications or 
the 
Platform. 
In 
no 
event 
shall 
the 
Administrative 
Agent 
or 
any 
of 
its 
Related 
Parties 
(collectively, 
the 
“Agent 
Parties”
) 
have 
any 
liability 
to 
the Borrower 
or 
the 
other 
Loan 
Parties, 
any 
Lender 
or 
any 
other 
Person 
or 
entity 
for 
damages 
of 
any 
kind, 
including, 
without limitation, 
direct or 
indirect, special, 
incidental or 
consequential damages, 
losses 
or expenses (whether 
in tort, contract 
or otherwise) arising 
out of the 
Borrower’s, any Loan 
Party’s 
or 
the 
Administrative 
Agent’s 
transmission 
of 
communications 
through 
the 
Platform, except to the extent that such losses, claims, damages and liabilities or expenses 
are determined by a court of competent jurisdiction by final and non-appealable judgment 
to 
have 
resulted 
from 
the 
gross 
negligence 
or 
willful 
misconduct 
of 
the 
Agent 
Parties. 

“Communications”
 
means, collectively, any 
notice, demand, 
communication, information, 
document or 
other material 
provided by 
or on 
behalf 
of any 
Loan Party 
pursuant to 
any 
Loan 
Document 
or 
the 
transactions 
contemplated 
therein 
which 
is 
distributed 
to 
the 
Administrative 
Agent, 
any 
Lender 
or 
any 
L/C 
Issuer 
by 
means 
of 
electronic 
communications pursuant to this Section, including through the Platform. 
 
(e) 
Private Side Designation
. 
Each public Lender agrees to cause at least 
one individual 
at or on behalf of 
such public Lender to all 
times have selected the “Private 
Side Information” or 
similar designation on 
the content declaration 
screen of the 
Platform in order 
to enable such 
public 
Lender 
or 
its 
delegate, 
in 
accordance 
with 
such 
public 
Lender’s 
compliance 
procedures 
and 
applicable 
laws, 
including 
United 
States 
Federal 
and 
state 
securities 
applicable 
laws, 
to 
make 
reference to Borrower or any 
Loan Party materials that are 
not made available through the 
“Public 
Side Information” 
portion of 
the Platform 
and that 
may contain 
material non-public 
information 
with respect 
to the 
Borrower or 
any Loan 
Party or 
their securities 
for purposes 
of United 
States 
Federal or state securities applicable laws. 
Section 13.2. 
Successors and Assigns
. 

 
(a) 
Successors and 
Assigns Generally. 
 
The provisions 
of this 
Agreement shall 
be binding 
upon 
and 
inure 
to 
the 
benefit 
of 
the 
parties 
hereto 
and 
their 
respective 
successors 
and 
assigns 






-109-
permitted 
hereby, 
except 
that 
neither 
the 
Borrower 
nor 
any 
other 
Loan 
Party 
may 
assign 
or 
otherwise transfer 
any of 
its rights 
or obligations 
hereunder without 
the prior 
written consent 
of 
the Administrative Agent and each 
Lender, and no Lender may assign 
or otherwise transfer any of 
its rights 
or obligations 
hereunder except 
(i) to an 
assignee in 
accordance with 
the provisions 
of 
paragraph (b) 
of 
this 
Section, 
(ii) by 
way 
of 
participation 
in 
accordance 
with 
the 
provisions 
of 
paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject 
to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer 
by any party 
hereto shall be 
null and void). 
Nothing in this 
Agreement, expressed or 
implied, shall 
be construed to confer 
upon any Person (other 
than the parties hereto, 
their respective successors 
and assigns permitted 
hereby, 
Participants to the 
extent provided in 
paragraph (d) of this 
Section 
and, to the 
extent expressly contemplated 
hereby, the Related Parties of 
each of the 
Administrative 
Agent and 
the Lenders) 
any legal 
or equitable 
right, remedy 
or claim 
under or 
by reason 
of this 
Agreement. 
 
(b) 
Assignments by 
Lenders. 

Any Lender 
may at 
any time 
assign to 
one or 
more assignees 
all or a portion of its rights and obligations 
under this Agreement (including all or a portion of 
its 
Commitments and 
the Loans at 
the time 
owing to it); 
provided
 
that (in 
each case with 
respect to 
any Facility) any such assignment shall be subject to the following conditions: 
 
(i) 
Minimum Amounts. 

(A) in the 
case of 
an assignment 
of the 
entire remaining 
amount of the 
assigning Lender’s Commitments 
and the Loans 
at the time 
owing to it (in 
each case 
with respect 
to any 
Facility) or 
in the 
case of 
an assignment 
to a 
Lender or 
an 
Affiliate of a Lender, no minimum amount need be assigned; and 
 
(B) 
in 
any 
case 
not 
described 
in 
paragraph (b)(i)(A) 
of 
this 
Section, 
the 
aggregate 
amount 
of 
the 
relevant 
Commitment 
(which 
for 
this 
purpose 
includes 
Loans 
outstanding thereunder) 
or, if the 
applicable Commitment 
is not 
then in 
effect, the principal 
outstanding balance of the Loans of the assigning Lender subject to each such 
assignment 
(determined as 
of the 
date the 
Assignment and 
Assumption with 
respect to 
such assignment 
is delivered to 
the Administrative Agent 
or, if 
“Trade Date” 
is specified in 
the Assignment 
and Assumption, as of 
the Trade Date) shall not 
be less than 
$5,000,000, unless each of 
the 
Administrative Agent and, so long as 
no Event of Default has occurred 
and is continuing, 
the Borrower 
otherwise consents 
(each such 
consent not 
to be 
unreasonably withheld 
or 
delayed). 
 
(ii) 
Proportionate 
Amounts. 

Each 
partial 
assignment 
shall 
be 
made 
as 
an 
assignment of 
a proportionate 
part of 
all the 
assigning Lender’s 
rights and 
obligations under 
this Agreement with respect to the Loan or the Commitment assigned. 
 
(iii) 
Required Consents. 

No consent 
shall be 
required for 
any assignment 
except 
to the extent required by paragraph (b)(i)(B) of this Section and, in addition: 
 
(A) 
the consent 
of the 
Borrower (such 
consent not 
to be 
unreasonably 
withheld or delayed) shall be required 
unless (x) an Event of Default 
has occurred 
and 
is 
continuing 
at 
the 
time 
of 
such 
assignment, 
or 
(y) 
such 
assignment 
is 
to 
a 
Lender or an Affiliate 
of a Lender; 
provided
 
that the Borrower shall be 
deemed to 






-110-
have 
consented 
to 
any 
such 
assignment 
unless 
it 
shall 
object 
thereto 
by 
written 
notice 
to 
the 
Administrative 
Agent 
within 
ten (10) 
Business 
Days 
after 
having 
received notice thereof; 
 
(B) 
the 
consent 
of 
the 
Administrative 
Agent 
(such 
consent 
not 
to 
be 
unreasonably withheld 
or delayed) 
shall be 
required for 
assignments in 
respect of 
(i) the Revolving Facility 
if such assignment 
is to a 
Person that is not 
a Lender with 
a Commitment in respect of 
the Revolving Facility or an 
Affiliate of such Lender, 
or (ii) any Incremental Term 
Loans to a Person who is not a Lender or an Affiliate 
of a Lender; and 
 
(C) 
the 
consent 
of 
each 
L/C 
Issuer 
and 
Swingline 
Lender 
shall 
be 
required for any assignment in respect of the Revolving Facility. 
 
(iv) 
Assignment and Assumption. 

The parties to each assignment 
shall execute 
and deliver 
to the 
Administrative Agent 
an Assignment 
and Assumption, 
together with 
a 
processing and recordation fee of $3,500; 
provided 
that the Administrative Agent may, 
in 
its sole 
discretion, elect 
to waive 
such processing 
and recordation 
fee in 
the case 
of any 
assignment
. 
 
The assignee, if 
it is not 
a Lender, 
shall deliver to 
the Administrative Agent 
an Administrative Questionnaire. 
 
(v) 
No Assignment 
to Certain 
Persons. 

No such 
assignment shall 
be made 
to 
(A) the Borrower or any other Loan Party 
or any Loan Party’s Affiliates or Subsidiaries or 
(B) to any Defaulting 
Lender or any 
of its Subsidiaries, 
or any Person 
who, upon becoming 
a 
Lender 
hereunder, 
would 
constitute 
any 
of 
the 
foregoing 
Persons 
described 
in 
this 
clause (B). 
 
(vi) 
No Assignment to Natural Persons. 

No such assignment shall be made to 
a 
natural 
Person 
(or 
a 
holding 
company, 
investment 
vehicle 
or 
trust 
for 
or 
owned 
and 
operated 
for 
the 
primary 
benefit 
of 
a 
natural 
person) 
(herein 
any 
of 
the 
foregoing 
is 
a 
“natural Person”). 
 
(vii) 
Certain Additional Payments. 

In connection with any assignment of rights 
and obligations of any Defaulting Lender 
hereunder, no such assignment shall be effective 
unless and 
until, in 
addition to 
the other 
conditions thereto 
set forth 
herein, the 
parties to 
the 
assignment 
shall 
make 
such 
additional 
payments 
to 
the 
Administrative 
Agent 
in 
an 
aggregate 
amount 
sufficient, 
upon 
distribution 
thereof 
as 
appropriate 
(which 
may 
be 
outright payment, purchases by the 
assignee of participations or subparticipations, 
or other 
compensating 
actions, 
including 
funding, 
with 
the 
consent 
of 
the 
Borrower 
and 
the 
Administrative Agent, the applicable pro rata share of 
Loans previously requested but not 
funded by 
the Defaulting 
Lender, 
to each 
of which 
the applicable 
assignee and 
assignor 
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed 
by 
such 
Defaulting 
Lender 
to 
the 
Administrative 
Agent, 
each 
L/C 
Issuer, 
the 
Swingline 
Lender 
and 
each 
other 
Lender 
hereunder 
(and 
interest 
accrued 
thereon), 
and 
(y) acquire 
(and fund as appropriate) its full pro rata share of 
all Loans and participations in Letters of 
Credit 
and 
Swingline 
Loans 
in 
accordance 
with 
its 
Percentage. 
Notwithstanding 
the 






-111-
foregoing, 
in 
the 
event 
that 
any 
assignment 
of 
rights 
and 
obligations 
of 
any 
Defaulting 
Lender 
hereunder 
shall 
become 
effective 
under applicable 
law 
without 
compliance 
with 
the provisions of this paragraph, then the assignee of such interest shall be deemed to be a 
Defaulting Lender for all purposes of this Agreement until such compliance occurs. 
Subject to acceptance 
and recording thereof 
by the 
Administrative Agent 
pursuant to 
paragraph (c) 
of this 
Section, from 
and after 
the effective 
date specified 
in each 
Assignment and 
Assumption, 
the assignee 
thereunder shall be 
a party 
to this Agreement 
and, to 
the extent 
of the interest 
assigned 
by 
such 
Assignment 
and 
Assumption, 
have 
the 
rights 
and 
obligations 
of 
a 
Lender 
under 
this 
Agreement, 
and 
the 
assigning 
Lender 
thereunder 
shall, 
to 
the 
extent 
of the 
interest 
assigned 
by 
such Assignment and Assumption, be released from its obligations under this Agreement 
(and, in 
the 
case 
of 
an 
Assignment 
and 
Assumption 
covering 
all 
of 
the 
assigning 
Lender’s 
rights 
and 
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue 
to 
be 
entitled 
to 
the 
benefits 
of 
Sections 13.4 
and 
13.6 
with 
respect 
to 
facts 
and 
circumstances 
occurring 
prior 
to 
the 
effective 
date 
of 
such 
assignment; 
provided 
that 
except 
to 
the 
extent 
otherwise 
expressly 
agreed 
by 
the 
affected 
parties, 
no 
assignment 
by 
a 
Defaulting 
Lender 
will 
constitute a 
waiver or 
release of 
any claim 
of any 
party hereunder 
arising from 
that Lender’s 
having 
been a Defaulting Lender. 
Any assignment or transfer by 
a Lender of rights or obligations 
under 
this 
Agreement 
that 
does 
not 
comply 
with 
this 
paragraph 
shall 
be 
treated 
for 
purposes 
of 
this 
Agreement as a sale by 
such Lender of a participation 
in such rights and obligations 
in accordance 
with paragraph (d) of this Section. 
 
(c) 
Register. 

The Administrative Agent, acting solely for this purpose as an agent of the 
Borrower, shall 
maintain at one 
of its offices 
in Chicago, Illinois
a copy of 
each Assignment and 
Assumption 
delivered 
to 
it 
and a 
register 
for 
the recordation 
of 
the names 
and addresses 
of the 
Lenders, and the Commitments of, and principal amounts 
(and stated interest) of the Loans owing 
to, each Lender pursuant 
to the terms 
hereof from time to 
time (the 
“Register”
). 
The entries in the 
Register shall 
be conclusive 
absent manifest 
error, 
and the 
Borrower, 
the Administrative 
Agent 
and the 
Lenders shall 
treat each 
Person whose 
name 
is recorded 
in the 
Register pursuant 
to the 
terms 
hereof 
as 
a 
Lender 
hereunder 
for 
all 
purposes 
of 
this 
Agreement. 
The 
Register 
shall 
be 
available for inspection by the Borrower and any Lender, at any reasonable time and from time to 
time upon reasonable prior notice. 
 
(d) 
Participations. 

Any Lender may at any 
time, without the consent of, 
or notice to, the 
Borrower 
or 
the 
Administrative 
Agent, 
sell 
participations 
to 
any 
Person 
(other 
than 
a 
natural 
Person or the Borrower 
or any other Loan 
Party or any Loan 
Party’s 
Affiliates or Subsidiaries 
or 
any other Person prohibited under 
Section 13.2 (b)(v) (each, a 
“Participant”
) in all or a 
portion of 
such 
Lender’s 
rights 
and/or 
obligations 
under 
this 
Agreement 
(including 
all 
or 
a 
portion 
of 
its 
Commitments and/or the 
Loans owing to 
it);
 
provided
 
that (i) such Lender’s obligations 
under this 
Agreement shall 
remain unchanged, 
(ii) such Lender 
shall remain 
solely responsible to 
the other 
parties hereto for the 
performance of such obligations, 
and (iii) the Borrower, 
the Administrative 
Agent, the L/C Issuers and Lenders shall 
continue to deal solely and directly with 
such Lender in 
connection with such Lender’s rights and obligations under this Agreement. 
For the avoidance of 
doubt, each Lender shall 
be responsible for 
the indemnity under Section 10.8 
with respect to 
any 
payments made by such Lender to its Participant(s). 






-112-
Any agreement 
or instrument 
pursuant to 
which a 
Lender sells 
such a 
participation shall 
provide that such Lender shall 
retain the sole right to 
enforce this Agreement and 
to approve any 
amendment, 
modification 
or 
waiver 
of 
any 
provision 
of 
this 
Agreement; 
provided 
that 
such 
agreement 
or 
instrument 
may 
provide 
that 
such 
Lender 
will 
not, 
without 
the 
consent 
of 
the 
Participant, 
agree 
to 
any 
amendment, 
modification 
or 
waiver 
described 
in 
Section 13.3 
that 
expressly relate to amendments requiring the unanimous consent 
of the Lenders in the Revolving 
Facility in which such Participant participates. 
The Borrower agrees that each 
Participant shall be 
entitled to 
the benefits 
of Sections 4.1, 
4.4, and 
4.5 (subject 
to the 
requirements and 
limitations 
therein, 
including 
the 
requirements 
under 
Section 4.1(g) 
(it 
being 
understood 
that 
the 
documentation required under Section 4.1(g) 
shall be delivered to 
the participating Lender)) to 
the 
same 
extent 
as 
if 
it 
were 
a 
Lender 
and 
had 
acquired 
its 
interest 
by 
assignment 
pursuant 
to 
paragraph (b) 
of 
this 
Section; 
provided 
that 
such 
Participant 
(A) 
agrees 
to 
be 
subject 
to 
the 
provisions of 
Sections 2.12 and 
4.7 as if 
it were 
an assignee 
under paragraph (b) 
of this Section; 
and (B) shall not be 
entitled to receive any 
greater payment under Sections 4.1
or 4.4, with respect 
to any 
participation, than 
its participating 
Lender would 
have been 
entitled to 
receive, except 
to 
the extent such entitlement to receive a greater payment results from a Change in Law that occurs 
after the 
Participant acquired 
the applicable 
participation. 
Each Lender 
that sells 
a participation 
agrees, 
at 
the 
Borrower’s 
request 
and 
expense, 
to 
use 
reasonable 
efforts 
to 
cooperate 
with 
the 
Borrower to 
effectuate the provisions 
of Section 2.12 
with respect 
to any 
Participant. 
To the extent 
permitted by 
law, 
each Participant 
also shall 
be entitled 
to the 
benefits of 
Section 13.6 (Right 
of 
Setoff) 
as 
though 
it 
were 
a 
Lender; 
provided 
that 
such 
Participant 
agrees 
to 
be 
subject 
to 
Section 13.7 (Sharing of 
Payments by Lenders) as 
though it were 
a Lender. 
Each Lender that sells 
a participation shall, acting solely for 
this purpose as an agent 
of the Borrower, maintain a register 
on which it enters the name and address of each Participant and the principal amounts (and stated 
interest) of each Participant’s interest in 
the Loans or other 
obligations under the Loan 
Documents 
(the 
“Participant Register”
); 
provided
 
that no Lender shall 
have any obligation to 
disclose all or 
any portion of 
the Participant Register 
(including the identity 
of any Participant 
or any information 
relating 
to 
a 
Participant’s 
interest 
in 
any 
commitments, 
loans, 
letters 
of 
credit 
or 
its 
other 
obligations under any 
Loan Document) to 
any Person except 
to the extent 
that such disclosure 
is 
necessary 
to 
establish 
that 
such 
commitment, 
loan, 
letter 
of 
credit 
or 
other 
obligation 
is 
in 
registered form under Section 5f.103-1(c) of the United States Treasury 
Regulations. 
The entries 
in the 
Participant Register 
shall be 
conclusive absent 
manifest error, 
and such 
Lender shall 
treat 
each Person whose name is recorded in the Participant Register as 
the owner of such participation 
for all purposes of this Agreement 
notwithstanding any notice to the contrary. 
For the avoidance 
of 
doubt, 
the 
Administrative 
Agent 
(in 
its 
capacity 
as 
Administrative 
Agent) 
shall 
have 
no 
responsibility for maintaining a Participant Register. 
 
(e) 
Certain Pledges. 

Any Lender may at any time pledge or assign a security interest in 
all or any 
portion of its 
rights under 
this Agreement 
to secure 
obligations of 
such Lender, including 
any pledge or assignment to 
secure obligations to a Federal 
Reserve Bank; 
provided 
that no such 
pledge or assignment shall release such Lender from any of its obligations hereunder 
or substitute 
any such pledgee or assignee for such Lender as a party hereto. 

Section 13.3. 
Amendments. 
 
Any provision of 
this Agreement or 
the other Loan 
Documents 
may be amended 
or waived if, 
but only if, 
such amendment or 
waiver is in 
writing and is 
signed 
by (a) the Borrower, (b) the Required Lenders (or 
the Administrative Agent acting at the 
direction 






-113-
of 
the 
Required 
Lenders) 
(except 
as 
otherwise 
stated 
below 
to 
require 
only 
the 
consent 
of 
the 
Lenders 
affected 
thereby), 
and 
(c) if 
the 
rights 
or 
duties 
of 
the 
Administrative 
Agent, 
the 
L/C Issuer, or the 
Swingline Lender 
are affected 
thereby, the Administrative 
Agent, the 
L/C Issuer, 
or the Swingline Lender, as applicable; 
provided
 
that:
 
(i) 
no 
amendment 
or 
waiver 
pursuant 
to 
this 
Section 13.3 
shall 
(A) increase 
any 
Commitment 
of 
any 
Lender 
without 
the 
consent 
of 
such 
Lender 
or 
(B) reduce 
the 
amount of or 
postpone the date 
for any scheduled 
payment of any 
principal of or 
interest 
on any Loan or of any 
Reimbursement Obligation or of any 
fee payable hereunder without 
the consent of 
the Lender to 
which such 
payment is owing 
or which has 
committed to 
make 
such Loan 
or Letter 
of Credit 
(or participate 
therein) hereunder; 
provided, 
however,
 
that 
only the 
consent of 
the Required 
Lenders shall 
be necessary 
(i) to amend 
the default 
rate 
provided in Section 2.9 
or to waive 
any obligation of the 
Borrower to pay interest 
or fees 
at the default rate as set forth therein or (ii) to amend any financial covenant hereunder 
(or 
any defined 
term used 
therein) even 
if the 
effect of 
such amendment 
would be 
to reduce 
the rate of interest or any fee payable hereunder; 
 
(ii) 
no amendment or 
waiver pursuant to 
this Section 13.3 shall, 
unless signed 
by each Lender, 
change the definition 
of Required Lenders, 
change the provisions 
of this 
Section 
13.3, 
change 
Section 13.7 
in 
a 
manner 
that 
would 
affect 
the 
ratable 
sharing 
of 
setoffs 
required thereby, 
change the 
application of 
payments contained 
in Section 3.1 
or 
9.5, release 
any material 
Guarantor or 
all or 
substantially all 
of the 
Collateral (except 
as 
otherwise provided for in the Loan 
Documents), or affect the number 
of Lenders required 
to take any action hereunder or under any other Loan Document; 

 
(iii) 
no amendment or 
waiver pursuant to 
this Section 13.3 
shall, unless signed 
by each Lender affected thereby, extend the Revolving 
Credit Termination Date, or extend 
the stated expiration date 
of any Letter of 
Credit beyond the Revolving 
Credit Termination 
Date; and 
 
(iv) 
no 
amendment 
to 
Section 11 
shall 
be 
made 
without 
the 
consent 
of 
the 
Guarantor(s) affected thereby. 
Notwithstanding anything to the contrary herein, (1) no Defaulting Lender shall have 
any right to 
approve or disapprove any 
amendment, waiver or consent 
hereunder (and any amendment, 
waiver 
or consent which by its 
terms requires the consent of 
all Lenders or each affected 
Lender may be 
effected with the consent of 
the applicable Lenders other than 
Defaulting Lenders), except that (x) 
the Commitment of any Defaulting Lender may not be increased 
or extended without the consent 
of such 
Lender and 
(y) any 
waiver, amendment or 
modification requiring 
the consent 
of all 
Lenders 
or each affected Lender that by its terms affects any Defaulting Lender more adversely than other 
affected 
Lenders 
shall 
require 
the 
consent 
of 
such 
Defaulting 
Lender, 
(2) if 
the 
Administrative 
Agent 
and 
the 
Borrower 
have 
jointly 
identified 
an 
obvious 
error 
or 
any 
error 
or 
omission 
of 
a 
technical nature, 
in each 
case, in 
any provision 
of the 
Loan Documents, 
then the 
Administrative 
Agent 
and 
the 
Borrower 
shall 
be 
permitted 
to 
amend 
such 
provision, 
(3) 
guarantees, 
collateral 
security documents 
and related 
documents executed 
by the 
Borrower or 
any other 
Loan Party 
in 
connection with 
this Agreement 
may be 
in a 
form reasonably 
determined by 
the Administrative 






-114-
Agent and 
may be 
amended, supplemented 
or waived 
without the 
consent of 
any Lender 
if such 
amendment, supplement or waiver is 
delivered 
in order to (x) comply with local 
law or advice of 
local 
counsel, 
(y) cure 
ambiguities, 
omissions, 
mistakes 
or 
defects 
or 
(z) cause 
such 
guarantee, 
collateral security document or other 
document to be consistent with 
this Agreement and the other 
Loan 
Documents, 
(4) the 
Borrower 
and 
the 
Administrative 
Agent 
may, 
without 
the 
input 
or 
consent of any other Lender, effect amendments 
to this Agreement and 
the other Loan Documents 
as may 
be necessary 
in the 
reasonable opinion 
of the 
Borrower and 
the Administrative 
Agent to 
effect 
the 
provisions 
of 
Section 2.15, 
and 
(5) this 
Section 
13.3 
shall 
be 
subject 
to 
the 
terms 
of 
Section 4.3(c) in all respects. 

Section 13.4. 
Costs and Expenses; Indemnification
. 

 
(a) 
Costs 
and 
Expenses. 

The 
Borrower 
shall 
pay 
(i) all 
reasonable 
and 
documented 
out-of-pocket 
expenses 
incurred 
by 
the 
Administrative 
Agent 
and 
its 
Affiliates 
(including 
the 
reasonable fees, 
charges and 
disbursements of 
outside counsel 
for the 
Administrative Agent), 
in 
connection 
with 
the 
syndication 
of 
the 
Revolving 
Facility 
of 
any 
Incremental 
Term 
Loan, 
the 
preparation, negotiation, 
execution, delivery 
and administration 
of this 
Agreement and 
the other 
Loan Documents, or 
any amendments, 
modifications or 
waivers of 
the provisions 
hereof or 
thereof 
(whether or 
not the 
transactions contemplated 
hereby or 
thereby shall 
be consummated), 
including, 
without 
limitation, 
such 
documented 
fees 
and 
expenses 
incurred 
in 
connection 
with 
(x) the 
creation, 
perfection 
or 
protection 
of 
the 
Liens 
under 
the 
Loan 
Documents 
(including 
all 
title 
insurance 
fees 
and 
all 
search, 
filing 
and 
recording 
fees) 
and 
(y) environmental 
assessments, 
insurance 
reviews, 
collateral 
audits 
and 
valuations, 
and 
field 
exams 
as 
provided 
herein, 
(ii) all 
documented reasonable out-of-pocket expenses incurred by any L/C Issuer in connection 
with the 
issuance, amendment, 
renewal or 
extension of 
any Letter 
of Credit 
or any 
demand for 
payment 
thereunder, and (iii) all documented 
out-of-pocket expenses 
incurred by the 
Administrative Agent, 
any Lender 
or any 
L/C Issuer 
(including the 
fees, charges 
and disbursements 
of any 
outside counsel 
for 
the 
Administrative 
Agent, 
any 
Lender 
or 
any 
L/C 
Issuer), 
and 
shall 
pay 
all 
fees 
and 
time 
charges for attorneys who may be employees of the Administrative Agent, 
any Lender or any L/C 
Issuer, 
in connection 
with the 
enforcement or 
protection of 
its rights 
(A) in connection 
with this 
Agreement 
and 
the 
other 
Loan 
Documents, 
including 
its 
rights 
under 
this 
Section, 
or 
(B) in 
connection 
with 
the 
Loans 
made 
or 
Letters 
of 
Credit 
issued 
hereunder, 
including 
all 
such 
documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in 
respect 
of 
such 
Loans 
or 
Letters 
of 
Credit 
(including 
all 
such 
costs 
and 
expenses 
incurred 
in 
connection with any proceeding 
under the United 
States Bankruptcy Code involving 
the Borrower 
or any other Loan Party as a debtor thereunder). 
 
(b) 
Indemnification 
by 
the 
Loan 
Parties. 

Each 
Loan 
Party 
shall 
indemnify 
the 
Administrative 
Agent 
(and 
any 
sub-agent 
thereof), 
each 
Lender 
and 
each 
L/C 
Issuer, 
and 
each 
Related Party 
of any 
of the 
foregoing Persons 
(each such 
Person being 
called an 
“Indemnitee”
) 
against, and hold 
each Indemnitee harmless 
from, any and 
all losses, claims, 
damages, liabilities 
and related expenses 
(including the fees, 
charges and disbursements 
of any outside 
counsel for any 
Indemnitee), 
incurred 
by 
any 
Indemnitee 
or 
asserted 
against 
any 
Indemnitee 
by 
any 
Person 
(including any third 
party or the 
Borrower or any 
other Loan Party) 
arising out of, 
in connection 
with, or 
as a result 
of (i) the 
execution or 
delivery of 
this Agreement, 
any other 
Loan Document 
or any 
agreement or 
instrument contemplated 
hereby or 
thereby, 
the performance 
by the 
parties 






-115-
hereto 
of 
their 
respective 
obligations 
hereunder 
or 
thereunder 
or 
the 
consummation 
of 
the 
transactions 
contemplated 
hereby 
or 
thereby, 
or, 
in 
the 
case 
of 
Administrative 
Agent 
(and 
any 
sub-agent 
thereof), 
any 
Swingline 
Lender 
and 
L/C 
Issuer, 
and 
their 
Related 
Parties, 
the 
administration and 
enforcement of 
this Agreement 
and the 
other Loan 
Documents (including 
all 
such 
costs 
and 
expenses 
incurred 
in 
connection 
with 
any 
proceeding 
under 
the 
United 
States 
Bankruptcy Code involving the Borrower 
or any other Loan Party 
as a debtor thereunder), (ii) any 
Loan or 
Letter of 
Credit or 
the use 
or proposed 
use of 
the proceeds 
therefrom (including 
any refusal 
by 
any 
L/C 
Issuer 
to 
honor 
a 
demand 
for 
payment 
under 
a 
Letter 
of 
Credit 
if 
the 
documents 
presented in connection with such demand do not strictly comply with the terms of such Letter of 
Credit), (iii) any 
Environmental Claim 
or Environmental 
Liability, 
including with 
respect to 
the 
actual 
or 
alleged 
presence 
or 
Release 
of 
Hazardous 
Materials, 
wastes, 
or 
products, 
including 
manure, at, 
on or 
from any 
property owned 
or operated 
by any 
Loan Party 
or any 
of its 
Subsidiaries 
or 
at 
any 
off-site 
location, 
related 
in 
any 
way 
to 
any 
Loan 
Party 
or 
any 
of 
its 
Subsidiaries, 
or 
(iv) any actual 
or prospective 
claim, litigation, 
investigation or 
proceeding relating 
to any 
of the 
foregoing, whether based on contract, tort or any 
other theory, whether brought by a third party or 
by 
the 
Borrower 
or 
any 
other 
Loan 
Party, 
and 
regardless 
of 
whether 
any 
Indemnitee 
is 
a 
party 
thereto (including, 
without limitation, 
any settlement 
arrangement arising 
from or 
relating to 
the 
foregoing); 
provided 
that such indemnity shall 
not, as to 
any Indemnitee, be available 
to the extent 
that such losses, 
claims, damages, liabilities 
or related 
expenses (x) are determined 
by a court 
of 
competent 
jurisdiction 
by 
final 
and 
nonappealable 
judgment 
to 
have 
resulted 
from 
the 
gross 
negligence 
or 
willful 
misconduct 
of 
such 
Indemnitee 
or 
(y) result 
from 
a 
claim 
brought 
by 
the 
Borrower 
or 
any 
other 
Loan 
Party 
against 
an 
Indemnitee 
for 
breach 
in 
bad 
faith 
of 
such 
Indemnitee’s 
obligations hereunder 
or under 
any other 
Loan Document, 
if the 
Borrower or 
such 
Loan 
Party 
has 
obtained 
a 
final 
and 
nonappealable 
judgment 
in 
its 
favor 
on 
such 
claim 
as 
determined by a court 
of competent jurisdiction. 
This subsection (b) shall not 
apply with respect 
to Taxes other 
than any 
Taxes that represent 
losses, claims, 
damages, etc. 
arising from 
any non-Tax 
claim. 
 
(c) 
Reimbursement by Lenders. 

To the extent that (i) the Loan Parties 
for any reason fail 
to indefeasibly pay 
any amount required 
under subsection (a) 
or (b) of 
this Section to be 
paid by 
any of them 
to the Administrative 
Agent (or any 
sub-agent thereof), any 
L/C Issuer, any Swingline 
Lender or any Related 
Party or (ii) any liabilities, 
losses, damages, penalties, actions, 
judgments, 
suits, costs, expenses or disbursements of any kind or nature 
whatsoever are imposed on, incurred 
by, 
or asserted against, Administrative 
Agent, the L/C Issuer, 
any Swingline Lender or 
a Related 
Party in any way relating to 
or arising out of this Agreement 
or any other Loan Document or 
any 
action taken or 
omitted to be 
taken by Administrative 
Agent, the L/C 
Issuer, any Swingline Lender 
or a Related Party in connection 
therewith, then, in each case, each Lender 
severally agrees to pay 
to the 
Administrative Agent (or 
any such sub-agent), 
such L/C Issuer, 
such Swingline Lender 
or 
such Related 
Party, 
as the 
case may 
be, such 
Lender’s pro 
rata share 
(determined as 
of the 
time 
that the applicable unreimbursed expense or indemnity payment is sought 
based on each Lender’s 
share of 
the Total Credit Exposure 
at such 
time) of 
such unpaid 
amount (including 
any such 
unpaid 
amount in respect of 
a claim asserted by 
such Lender); 
provided
 
that with respect to 
such unpaid 
amounts 
owed 
to 
any 
L/C 
Issuer 
or 
Swingline 
Lender 
solely 
in 
its 
capacity 
as 
such, 
only 
the 
Lenders 
party 
to 
the 
Revolving 
Facility 
shall 
be 
required 
to 
pay 
such 
unpaid 
amounts, 
such 
payment to be made 
severally among them based on 
such Lenders’ pro rata 
share (determined as 
of 
the time 
that 
the applicable 
unreimbursed expense 
or indemnity 
payment is 
sought based 
on 






-116-
each such Lender’s 
share of the 
Revolving Credit Exposure 
at such time); 
and 
provided, further,
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as 
the 
case 
may 
be, 
was 
incurred 
by 
or 
asserted 
against 
the 
Administrative 
Agent 
(or 
any 
such 
sub-agent), such 
L/C Issuer 
or such 
Swingline Lender 
in its 
capacity as 
such, or 
against any 
Related 
Party of 
any of 
the foregoing 
acting for 
the Administrative 
Agent (or 
any such 
sub-agent), such 
L/C Issuer or any 
such Swingline Lender in 
connection with such capacity. 
The obligations of the 
Lenders under this subsection (c) are subject to the provisions of Section 13.15. 
 
(d) 
Waiver of Consequential Damages, Etc. 

To the fullest extent permitted 
by applicable 
law, 
the Loan 
Parties shall 
not assert, 
and hereby 
waives, any 
claim against 
any Indemnitee, 
on 
any theory 
of liability, for 
special, indirect, 
consequential or 
punitive damages 
(as opposed 
to direct 
or actual damages) arising 
out of, in connection 
with, or as a 
result of, this Agreement, 
any other 
Loan 
Document 
or 
any 
agreement 
or 
instrument 
contemplated 
hereby, 
the 
transactions 
contemplated hereby or thereby, 
any Loan or Letter 
of Credit, or the 
use of the proceeds 
thereof. 

No Indemnitee referred to in 
subsection (b) above shall be liable for 
any damages arising from the 
use 
by 
unintended 
recipients 
of 
any 
information 
or 
other 
materials 
distributed 
by 
it 
through 
telecommunications, electronic or other information transmission systems in connection with this 
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 
 
(e) 
Payments. 

All amounts due 
under this Section 
shall be payable 
not later than 
30 days 
after demand therefor. 
 
(f) 
Survival. 

Each party’s obligations under this Section shall survive the 
termination of 
the Loan Documents and payment of the obligations hereunder. 
Section 13.5. 
No 
Waiver, 
Cumulative 
Remedies.
 
No 
delay 
or 
failure 
on 
the 
part 
of 
the 
Administrative Agent, the L/C Issuer, or any Lender, or on the part of 
the holder or holders of any 
of the Obligations, 
in the exercise 
of any power 
or right under 
any Loan Document 
shall operate 
as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of 
any power or 
right preclude any 
other or further 
exercise thereof or 
the exercise of 
any other power 
or 
right. 
The 
rights 
and 
remedies 
hereunder 
of 
the 
Administrative 
Agent, 
the 
L/C Issuer, 
the 
Lenders, and 
of the 
holder or 
holders of 
any of 
the Obligations are 
cumulative to, 
and not 
exclusive 
of, any rights or remedies which any of them would otherwise have.
 
Section 13.6. 
Right of Setoff.
 
In addition to 
any rights now 
or hereafter granted 
under the 
Loan Documents or applicable law and not by way of limitation of any such rights, if an Event of 
Default shall 
have occurred 
and be 
continuing, each 
Lender, 
each 
L/C Issuer, 
and each 
of their 
respective Affiliates 
is hereby 
authorized at 
any time 
and from 
time to 
time, to 
the fullest 
extent 
permitted by applicable 
law, 
to set off 
and apply any 
and all deposits 
(general or special, 
time or 
demand, 
provisional 
or 
final, 
in 
whatever 
currency) 
at 
any 
time 
held, 
and 
other 
obligations 
(in 
whatever currency) at 
any time owing, 
by such Lender, 
such L/C Issuer 
or any such 
Affiliate, to 
or for the credit or the account of the 
Borrower or any other Loan Party against any and 
all of the 
obligations of the Borrower or such Loan Party 
now or hereafter existing under this Agreement 
or 
any 
other 
Loan 
Document 
to 
such 
Lender 
or 
such 
L/C 
Issuer 
or 
their 
respective 
Affiliates, 
irrespective of 
whether or 
not such 
Lender, 
L/C Issuer 
or Affiliate 
shall have 
made any 
demand 
under this Agreement or 
any other Loan Document 
and although such obligations 
of the Borrower 






-117-
or such Loan Party may be contingent or unmatured or are owed 
to a branch, office or Affiliate of 
such Lender or such L/C Issuer different from the branch, office 
or Affiliate holding such deposit 
or 
obligated 
on 
such 
indebtedness; 
provided 
that 
in 
the 
event 
that 
any 
Defaulting 
Lender 
shall 
exercise any such 
right of setoff, 
(x) all amounts so 
set off 
shall be paid 
over immediately to 
the 
Administrative 
Agent 
for 
further 
application 
in 
accordance 
with 
the 
provisions 
of 
Section 2.13 
and, pending 
such payment, 
shall be 
segregated by 
such Defaulting 
Lender from 
its other 
funds 
and 
deemed 
held 
in 
trust 
for 
the 
benefit 
of 
the 
Administrative 
Agent, 
the 
L/C 
Issuers, 
and 
the 
Lenders, 
and 
(y) the 
Defaulting 
Lender 
shall 
provide 
promptly 
to 
the 
Administrative 
Agent 
a 
statement describing 
in reasonable 
detail the 
Obligations owing 
to such 
Defaulting Lender 
as to 
which 
it 
exercised 
such 
right 
of 
setoff. 
The 
rights 
of 
each 
Lender, 
each 
L/C 
Issuer 
and 
their 
respective Affiliates under 
this Section 
are in 
addition to 
other rights 
and remedies 
(including other 
rights of 
setoff) that 
such Lender, 
such L/C 
Issuer or 
their respective 
Affiliates may 
have. 
Each 
Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly 
after 
any such 
setoff and 
application; 
provided 
that the 
failure to 
give such 
notice shall 
not affect 
the 
validity of such setoff and application. 
Section 13.7. 
Sharing of Payments 
by Lenders.
 
If any Lender 
shall, by exercising 
any right 
of setoff or counterclaim or otherwise, obtain payment in respect of any principal of 
or interest on 
any of 
its Loans 
or other 
obligations hereunder 
resulting in 
such Lender 
receiving payment 
of a 
proportion 
of 
the 
aggregate 
amount 
of 
its 
Loans 
and 
accrued 
interest 
thereon 
or 
other 
such 
obligations 
greater 
than its 
pro 
rata share 
thereof 
as 
provided 
herein, 
then the 
Lender 
receiving 
such 
greater 
proportion 
shall 
(a) notify 
the 
Administrative 
Agent 
of 
such fact, 
and 
(b) purchase 
(for cash at face 
value) participations in the 
Loans and such other 
obligations of the other 
Lenders, 
or make such other adjustments as 
shall be equitable, so that 
the benefit of all such payments 
shall 
be 
shared 
by 
the 
Lenders 
ratably 
in 
accordance 
with 
the 
aggregate 
amount 
of 
principal 
of 
and 
accrued interest on their respective Loans and other amounts owing them; 
provided 
that:
 
(a) 
if 
any 
such 
participations 
are 
purchased 
and 
all 
or 
any 
portion 
of 
the 
payment 
giving 
rise 
thereto 
is 
recovered, 
such 
participations 
shall 
be 
rescinded 
and 
the 
purchase price restored to the extent of such recovery, without interest; and 
 
(b) 
the 
provisions 
of 
this 
Section 
shall 
not 
be 
construed 
to 
apply 
to 
(x) any 
payment made 
by the 
Borrower pursuant 
to and 
in accordance 
with the 
express terms 
of 
this 
Agreement 
(including 
the 
application 
of 
funds 
arising 
from 
the 
existence 
of 
a 
Defaulting 
Lender), 
or 
(y) any 
payment 
obtained 
by 
a 
Lender 
as 
consideration 
for 
the 
assignment 
of 
or 
sale 
of 
a 
participation 
in 
any 
of 
its 
Loans 
or 
participations 
in 
L/C 
Obligations to any assignee or participant, other than 
to any Loan Party or any Subsidiary 
thereof (as to which the provisions of this Section shall apply). 
Each Loan Party consents to the foregoing and agrees, to 
the extent it may effectively do so under 
applicable law, 
that any Lender 
acquiring a participation 
pursuant to the 
foregoing arrangements 
may 
exercise 
against 
each 
Loan 
Party 
rights 
of 
setoff 
and 
counterclaim 
with 
respect 
to 
such 
participation as fully as if such Lender were 
a direct creditor of each Loan Party in the 
amount of 
such participation. 






-118-
Section 13.8. 
Survival of Representations.
 
All representations and warranties made herein 
or in any other Loan Document or in certificates 
given pursuant hereto or thereto shall survive the 
execution and 
delivery of 
this Agreement 
and the 
other Loan 
Documents, and 
shall continue 
in 
full force and effect with respect to the date as 
of which they were made as long as 
any credit is in 
use or available hereunder.
Section 13.9.
Survival 
of 
Indemnities.
 
All 
indemnities 
and 
other 
provisions 
relative 
to 
reimbursement 
to 
the 
Lenders 
and 
L/C Issuer 
of 
amounts 
sufficient 
to 
protect 
the 
yield 
of 
the 
Lenders and L/C Issuer with respect to the Loans and Letters of 
Credit, including, but not limited 
to, Sections 4.1, 4.4, 
4.5, and 13.4, 
shall survive the 
termination of this 
Agreement and the 
other 
Loan Documents and the payment of the Obligations.
Section 13.10. 
Counterparts; Integration; Effectiveness
. 

 
(a) 
Counterparts; 
Integration; 
Effectiveness.
 
This 
Agreement 
may 
be 
executed 
in 
counterparts 
(and 
by 
different 
parties 
hereto 
in 
different 
counterparts), 
each 
of 
which 
shall 
constitute an original, but all of which 
when taken together shall constitute a single 
contract. 
This 
Agreement and the other Loan 
Documents, and any separate letter 
agreements with respect to fees 
payable to 
the Administrative 
Agent, constitute 
the entire 
contract among 
the parties 
relating to 
the subject matter hereof and supersede any and all previous agreements and understandings, oral 
or written, relating 
to the subject 
matter hereof. 
Except as provided 
in Section 7.2, 
this Agreement 
shall become 
effective when 
it shall 
have been 
executed by 
the Administrative 
Agent and 
when 
the Administrative Agent 
shall have received 
counterparts hereof that, 
when taken together, 
bear 
the signatures 
of each 
of the 
other parties 
hereto. 
Delivery of 
an executed 
counterpart of 
a signature 
page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective 
as delivery of a manually executed counterpart of this Agreement. 

 
(b) 
Electronic Execution of Assignments.
 
The words “execution,” “signed,” “signature,” 
and words of 
like import in 
any Assignment and 
Assumption shall be 
deemed to include 
electronic 
signatures or 
the keeping 
of records 
in electronic 
form, each 
of which 
shall be 
of the 
same legal 
effect, 
validity 
or 
enforceability 
as 
a 
manually 
executed 
signature 
or 
the 
use 
of 
a 
paper-based 
recordkeeping system, as the case may be, to the extent 
and as provided for in any applicable law, 
including 
the 
Federal 
Electronic 
Signatures 
in 
Global 
and 
National 
Commerce 
Act, 
the 
Illinois 
State 
Electronic 
Commerce 
Security Act, 
or 
any 
other 
similar 
state 
laws 
based 
on 
the 
Uniform 
Electronic Transactions Act. 

Section 13.11. 
Headings.
 
Section headings 
used in 
this Agreement 
are for 
reference only 
and shall not affect the construction of this Agreement.
Section 13.12. 
Severability of 
Provisions. 
 
Any provision 
of any 
Loan Document 
which is 
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to 
the extent of such 
unenforceability without invalidating 
the remaining provisions 
hereof or affecting 
the validity or 
enforceability 
of 
such 
provision 
in 
any 
other 
jurisdiction. 
All 
rights, 
remedies 
and 
powers 
provided in 
this Agreement 
and the 
other Loan 
Documents may 
be exercised 
only to 
the extent 
that the exercise 
thereof does not violate 
any applicable mandatory provisions 
of law, 
and all the 
provisions of 
this Agreement 
and other 
Loan Documents 
are intended 
to be 
subject to 
all applicable 






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mandatory provisions 
of law 
which may 
be controlling 
and to 
be limited 
to the 
extent necessary 
so that they will 
not render this Agreement 
or the other Loan 
Documents invalid or unenforceable.
Section 13.13. 
Construction
. 
The parties acknowledge and agree 
that the Loan Documents 
shall not be construed more favorably 
in favor of any party hereto based 
upon which party drafted 
the same, it being acknowledged that all parties hereto contributed substantially to 
the negotiation 
of the 
Loan Documents. 
The provisions 
of this 
Agreement relating 
to Subsidiaries 
shall only 
apply 
during such 
times as 
the Borrower 
has one 
or more 
Subsidiaries. 
N
OTHING CONTAINED 
HEREIN 
SHALL BE DEEMED 
OR CONSTRUED TO 
PERMIT ANY ACT 
OR OMISSION WHICH 
IS PROHIBITED BY 
THE 
TERMS OF 
ANY 
C
OLLATERAL 
D
OCUMENT
,
 
THE COVENANTS 
AND AGREEMENTS 
CONTAINED 
HEREIN 
BEING 
IN 
ADDITION 
TO 
AND 
NOT 
IN 
SUBSTITUTION 
FOR 
THE 
COVENANTS 
AND 
AGREEMENTS 
CONTAINED IN THE 
C
OLLATERAL 
D
OCUMENTS
. 
Section 13.14. 
Excess 
Interest
. 
Notwithstanding 
any 
provision 
to 
the 
contrary 
contained 
herein or in any other 
Loan Document, no such provision 
shall require the payment or permit 
the 
collection of 
any amount 
of interest 
in excess 
of the 
maximum amount 
of interest 
permitted by 
applicable law to be charged for the use or detention, or the forbearance in the collection, of all or 
any portion of the Loans or other obligations outstanding under 
this Agreement or any other Loan 
Document 
(
“Excess 
Interest”
). 
If 
any 
Ex
cess 
Interest 
is 
provided 
for, 
or 
is 
adjudicated 
to 
be 
provided for, 
herein or in any 
other Loan Document, 
then in such event 
(a) the provisions of 
this 
Section shall govern and 
control, (b) neither the Borrower 
nor any guarantor or 
endorser shall be 
obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any 
Lender may 
have received 
hereunder shall, 
at the 
option of 
the Administrative 
Agent, be 
(i) applied 
as a credit 
against the then 
outstanding principal amount 
of Obligations hereunder 
and accrued and 
unpaid 
interest 
thereon 
(not 
to 
exceed 
the 
maximum 
amount 
permitted 
by 
applicable 
law), 
(ii) refunded to 
the Borrower, or 
(iii) any combination 
of the 
foregoing, (d) the 
interest rate 
payable 
hereunder or 
under any 
other Loan 
Document shall 
be automatically 
subject to 
reduction to 
the 
maximum lawful 
contract rate 
allowed under 
applicable usury 
laws (the 
“Maximum Rate”
), and 
this 
Agreement 
and 
the 
other 
Loan 
Documents 
shall 
be 
deemed 
to 
have 
been, 
and 
shall 
be, 
reformed 
and modified 
to reflect 
such reduction 
in the 
relevant interest 
rate, and 
(e) neither the 
Borrower nor any guarantor or endorser 
shall have any action against the 
Administrative Agent or 
any Lender 
for any 
damages whatsoever 
arising out 
of the 
payment or 
collection of 
any Excess 
Interest. 
Notwithstanding the 
foregoing, if 
for any 
period of 
time interest 
on any 
of Borrower’s 
Obligations 
is 
calculated 
at 
the 
Maximum 
Rate 
rather 
than 
the 
applicable 
rate 
under 
this 
Agreement, and thereafter such 
applicable rate becomes less 
than the Maximum Rate, 
the rate of 
interest 
payable 
on 
the 
Borrower’s 
Obligations 
shall 
remain 
at 
the 
Maximum 
Rate 
until 
the 
Lenders have 
received the 
amount of 
interest which 
such Lenders 
would have 
received during 
such 
period on 
the Borrower’s 
Obligations had 
the rate 
of interest 
not been 
limited to 
the Maximum 
Rate during such period. 
Section 13.15. 
Lender’s 
and 
L/C Issuer’s 
Obligations 
Several
. 
The 
obligations 
of 
the 
Lenders and L/C Issuer hereunder are several and not joint. 
Nothing contained in this Agreement 
and no action taken by 
the Lenders or L/C Issuer pursuant hereto 
shall be deemed to constitute 
the 
Lenders and L/C Issuer a partnership, association, joint venture or other entity. 






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Section 13.16. 
No Advisory 
or Fiduciary 
Responsibility
. 
In connection 
with all 
aspects of 
each 
transaction 
contemplated 
hereby (including 
in 
connection 
with 
any 
amendment, 
waiver 
or 
other modification 
hereof or 
of any 
other Loan 
Document), each 
Loan Party 
acknowledges and 
agrees, 
and 
acknowledges 
its 
Affiliates’ 
understanding, 
that: 
(a) (i) no 
fiduciary, 
advisory 
or 
agency relationship 
between any 
Loan Party 
and its 
Subsidiaries and 
the Administrative 
Agent, 
the L/C Issuer, 
or any Lender 
is intended to 
be or 
has been 
created in 
respect of 
the transactions 
contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative 
Agent, 
the 
L/C 
Issuer, 
or 
any 
Lender 
has 
advised 
or 
is 
advising 
any 
Loan 
Party 
or 
any 
of 
its 
Subsidiaries 
on 
other 
matters, 
(ii) the 
arranging 
and 
other 
services 
regarding 
this 
Agreement 
provided 
by 
the 
Administrative 
Agent, 
the 
L/C 
Issuer, 
and 
the 
Lenders 
are 
arm’s-length 
commercial transactions between such Loan Parties 
and their Affiliates, on 
the one hand, and the 
Administrative Agent, the 
L/C Issuer, and the 
Lenders, on the 
other hand, (iii) each 
Loan Party has 
consulted its 
own legal, 
accounting, regulatory 
and tax 
advisors to 
the extent 
that it 
has deemed 
appropriate and 
(iv) each Loan 
Party is 
capable of 
evaluating, and 
understands and 
accepts, the 
terms, 
risks 
and 
conditions 
of 
the 
transactions 
contemplated 
hereby 
and 
by 
the 
other 
Loan 
Documents; and (b) (i) the Administrative Agent, the L/C Issuer, 
and the Lenders each is and has 
been acting solely as a principal and, except as 
expressly agreed in writing by the relevant parties, 
has not been, is not, and will not 
be acting as an advisor, 
agent or fiduciary for any Loan Party or 
any of 
its Affiliates, 
or any 
other Person; 
(ii) none of 
the Administrative 
Agent, the 
L/C Issuer, 
and the 
Lenders has 
any obligation 
to any 
Loan Party 
or any 
of its 
Affiliates with 
respect to 
the 
transactions 
contemplated 
hereby 
except 
those 
obligations 
expressly 
set 
forth 
herein 
and 
in 
the 
other Loan 
Documents; and 
(iii) the Administrative 
Agent, the 
L/C Issuer, 
and the 
Lenders and 
their respective Affiliates may be 
engaged, for their own 
accounts or the accounts 
of customers, in 
a broad range of transactions that involve 
interests that differ from those of any 
Loan Party and its 
Affiliates, 
and 
none 
of 
the 
Administrative 
Agent, 
the 
L/C 
Issuer, 
and 
the 
Lenders 
has 
any 
obligation to disclose any 
of such interests to 
any Loan Party or 
its Affiliates. 
To the fullest extent 
permitted by law, each Loan Party hereby waives and releases any claims that it 
may have against 
the Administrative 
Agent, the 
L/C Issuer, 
and the 
Lenders with 
respect to 
any breach 
or alleged 
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated 
hereby. 
Section 13.17. 
Governing 
Law; 
Jurisdiction; 
Consent 
to 
Service 
of 
Process
. 
(a) This 
Agreement, the Notes and the other Loan Documents (except as otherwise 
specified therein), and 
the rights 
and duties 
of the 
parties hereto, 
shall be 
construed and 
determined in 
accordance with 
the 
laws of 
the 
State 
of Illinois
without 
regard to 
conflicts 
of law 
principles that 
would require 
application of the laws of another jurisdiction. 
 
(b) 
Each party 
hereto hereby 
irrevocably and 
unconditionally submits, 
for itself 
and its 
property, 
to 
the 
nonexclusive 
jurisdiction 
of 
the 
United 
States 
District 
Court 
for 
the 
Northern 
District of Illinois and 
of any Illinois State court 
sitting in the City of 
Chicago, and any appellate 
court 
from 
any 
thereof, 
in 
any 
action 
or 
proceeding 
arising 
out 
of 
or 
relating 
to 
any 
Loan 
Document, 
or 
for 
recognition 
or 
enforcement 
of 
any 
judgment, 
and 
each 
party 
hereto 
hereby 
irrevocably and unconditionally agrees that all claims in respect 
of any such action or proceeding 
may be heard and determined in such 
Illinois State court or, 
to the extent permitted by applicable 
Legal Requirements, in such federal court. 
Each party hereto hereby agrees that a final judgment 
in any such action or proceeding 
shall be conclusive and may 
be enforced in other jurisdictions by 






-121-
suit on the judgment or 
in any other manner 
provided by applicable Legal 
Requirements. 
Nothing 
in 
this 
Agreement 
or 
any 
other 
Loan 
Document 
or 
otherwise 
shall 
affect 
any 
right 
that 
the 
Administrative Agent, 
the L/C 
Issuer or 
any Lender 
may otherwise 
have to 
bring any 
action or 
proceeding relating 
to this 
Agreement or 
any other 
Loan Document 
against the 
Borrower or 
any 
Guarantor or its respective properties in the courts of any jurisdiction. 
 
(c) 
Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent 
permitted by applicable Legal Requirements, any objection 
which it may now or hereafter 
have to 
the laying of venue of 
any suit, action or proceeding 
arising out of or relating 
to this Agreement or 
any other Loan Document 
in any court referred 
to in Section 13.17(b). 
Each party hereto hereby 
irrevocably waives, to the fullest extent 
permitted by applicable Legal Requirements, the 
defense 
of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 
(d) 
Each party to this Agreement 
irrevocably consents to service of 
process in any action 
or proceeding arising out of or 
relating to any Loan Document, in 
the manner provided for notices 
(other 
than 
telecopy 
or 
e-mail) 
in 
Section 13.1. 
Nothing 
in 
this 
Agreement 
or 
any 
other 
Loan 
Document will affect the 
right of any 
party to this 
Agreement to serve 
process in any 
other manner 
permitted by applicable Legal Requirements. 
Section 13.18. 
Waiver 
of 
Jury 
Trial
. 
Each 
party 
hereto 
hereby 
irrevocably 
waives, 
to 
the 
fullest extent permitted by applicable Legal Requirements, any right it may have to a trial 
by jury 
in any legal 
proceeding directly 
or indirectly 
arising out of 
or relating 
to any Loan 
Document or 
the transactions contemplated thereby (whether based on contract, tort or any other theory). 
Each 
party hereto 
(a) certifies that 
no representative, 
agent or 
attorney of 
any other 
party has 
represented, 
expressly or otherwise, that 
such other party would 
not, in the event 
of litigation, seek to 
enforce 
the foregoing waiver and (b) acknowledges 
that it and the other 
parties hereto have been induced 
to enter into this 
Agreement by, 
among other things, the 
mutual waivers and certifications in 
this 
Section. 
Section 13.19. 
USA 
Patriot 
Act
. 
Each 
Lender 
and 
L/C Issuer 
that 
is 
subject 
to 
the 
requirements 
of 
the 
USA 
Patriot 
Act 
(Title 
III 
of 
Pub. L. 107-56 
(signed 
into 
law 
October 26, 
2001)) (the 
“Act”
) hereby notifies the Borrower that pursuant to the requirements of the Act, it is 
required to obtain, verify, 
and record information that identifies the Borrower, 
which information 
includes the name and address of the Borrower and other information that will allow such Lender 
or L/C Issuer to identify the Borrower in accordance with the Act. 
Section 13.20. 
Confidentiality
. 
Each of the Administrative Agent, 
the Lenders and the L/C 
Issuers 
agree 
to 
maintain 
the 
confidentiality 
of 
the 
Information 
(as 
defined 
below), 
except 
that 
Information may 
be disclosed 
(a) to its 
Affiliates and 
to its 
Related Parties 
(it being 
understood 
that the 
Persons to 
whom such 
disclosure is 
made will 
be informed 
of the 
confidential nature 
of 
such Information 
and instructed 
and agrees 
to keep 
such Information 
confidential); (b) to 
the extent 
required by 
any regulatory 
authority purporting 
to have 
jurisdiction over such 
Person or 
its Related 
Parties 
(including 
any 
self-regulatory 
authority, 
such 
as 
the 
National 
Association 
of 
Insurance 
Commissioners); (c) to the 
extent required by 
applicable laws or 
regulations or by 
any subpoena 
or similar 
legal process; 
(d) to any 
other party 
hereto; (e) in 
connection with 
the exercise 
of any 
remedies hereunder or 
under any other 
Loan Document or 
any action or 
proceeding relating to 
this 






-122-
Agreement 
or 
any 
other 
Loan 
Document 
or 
the 
enforcement 
of 
rights 
hereunder 
or 
thereunder; 
(f) subject to 
an agreement 
containing provisions 
substantially the 
same as 
those of 
this Section, 
to (i) any assignee of 
or Participant in, or 
any prospective assignee of 
or Participant in, any 
of its 
rights and obligations under this Agreement, or (ii) any actual 
or prospective party (or its Related 
Parties) 
to 
any 
swap, 
derivative 
or 
other 
transaction 
under 
which 
payments 
are 
to 
be 
made 
by 
reference 
to 
the 
Borrower 
and 
its 
obligations, 
this 
Agreement 
or 
payments 
hereunder; 
(g) on 
a 
confidential 
basis 
to 
(i) any 
rating 
agency 
in 
connection 
with 
rating 
any 
Loan 
Party 
or 
its 
Subsidiaries or 
the Revolving 
Facility or 
any Incremental 
Term 
Loan or 
(ii) the CUSIP 
Service 
Bureau or any similar agency in connection 
with the issuance and monitoring of CUSIP numbers 
with 
respect 
to 
the 
Revolving 
Facility 
or 
Incremental 
Term 
Loan; 
(h) with 
the 
consent 
of 
the 
Borrower; or 
(i) to the 
extent such 
Information (x) becomes 
publicly available 
other than 
as a 
result 
of a breach of this Section, 
or (y) becomes available to the Administrative 
Agent, any Lender, any 
L/C Issuer or any of their respective 
Affiliates on a nonconfidential basis from a source 
other than 
the Borrower. 
For purposes of this Section, 
“Information”
 
means all information received from a 
Loan Party or 
any of its 
Subsidiaries relating to 
a Loan Party 
or any of 
its Subsidiaries or 
any of 
their respective businesses, other than any such information 
that is available to the Administrative 
Agent, any Lender 
or any L/C 
Issuer on a 
nonconfidential basis prior 
to disclosure by 
a Loan Party 
or any of its Subsidiaries; 
provided
 
that, in the case of information received from a 
Loan Party or 
any of 
its Subsidiaries 
after the 
date hereof, 
such information 
is clearly 
identified at 
the time 
of 
delivery 
as 
confidential 
or 
is 
information 
that 
is 
not 
made 
available 
to 
the 
public 
and 
as 
such 
whether or 
not marked 
as confidential 
is to 
be held 
in confidence 
by the 
recipient. 
Any Person 
required 
to 
maintain 
the 
confidentiality 
of 
Information 
as 
provided 
in 
this 
Section 
shall 
be 
considered 
to have 
complied 
with its 
obligation to 
do so 
if 
such Person 
has exercised 
the same 
degree of care to maintain the confidentiality of such Information as such Person would accord to 
its own confidential information. 
 
Section 13.21. 
Acknowledgement 
and 
Consent 
to 
Bail-In 
of 
EEA 
Financial 
Institutions. 

Notwithstanding 
anything 
to 
the 
contrary 
in 
any 
Loan 
Document 
or 
in 
any 
other 
agreement, 
arrangement 
or 
understanding 
among 
any 
such 
parties, 
each 
party 
hereto 
(including 
any 
party 
becoming 
a 
party 
hereto 
by 
virtue 
of 
an 
Assignment 
and 
Assumption) 
acknowledges 
that 
any 
liability 
of any 
EEA Financial 
Institution 
arising under 
any Loan 
Document, 
to the 
extent 
such 
liability 
is 
unsecured, 
may 
be 
subject 
to 
the 
write-down 
and 
conversion 
powers 
of 
an 
EEA 
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
 
(a) 
the 
application 
of 
any 
Write-Down 
and 
Conversion 
Powers 
by 
an 
EEA 
Resolution Authority to 
any such liabilities 
arising hereunder which 
may be payable 
to it 
by any party hereto that is an EEA Financial Institution; and 
 
(b) 
the 
effects 
of 
any 
Bail-in 
Action 
on 
any 
such 
liability, 
including, 
if 
applicable: 
 
(i) 
a reduction in full or in part or cancellation of any such liability; 
 
(ii) 
a conversion of all, 
or a portion of, 
such liability into shares 
or other 
instruments of ownership in 
such EEA Financial Institution, 
its parent undertaking, 
or a bridge institution that may be issued 
to it or otherwise conferred on it, and 
that 






-123-
such shares or other instruments 
of ownership will be accepted 
by it in lieu of 
any 
rights 
with 
respect 
to 
any 
such 
liability 
under this 
Agreement 
or 
any 
other 
Loan 
Document; or 
 
(iii) 
the 
variation 
of 
the 
terms 
of 
such 
liability 
in 
connection 
with 
the 
exercise 
of 
the 
write-down 
and 
conversion 
powers 
of 
any 
EEA 
Resolution 
Authority. 
 
Section 13.22. 
Amendment 
and 
Restatement
. 
This 
Agreement 
amends 
and 
restates 
the 
Existing 
Credit 
Agreement and 
is 
not 
intended 
to be 
or 
operate 
as 
a 
novation 
or 
an 
accord 
and 
satisfaction of the Existing Credit 
Agreement or the indebtedness, 
obligations and liabilities of the 
Loan 
Parties 
evidenced 
or 
provided 
for 
thereunder. 
Without 
limiting 
the 
generality 
of 
the 
foregoing, 
each 
Loan 
Party 
agrees 
that 
notwithstanding 
the 
execution 
and 
delivery 
of 
this 
Agreement, the 
Liens previously 
granted to 
the Administrative 
Agent pursuant 
to the 
Collateral 
Documents 
shall 
be and 
remain 
in 
full 
force and 
effect 
and that 
any 
rights and 
remedies 
of the 
Administrative 
Agent 
thereunder 
and 
obligations 
of 
the 
Loan 
Parties 
thereunder 
shall 
be 
and 
remain 
in full 
force and 
effect, 
shall not 
be affected, 
impaired or 
discharged 
thereby (except 
as 
expressly amended by the 
Loan Documents) and shall 
secure all of the 
Borrower’s indebtedness, 
obligations and liabilities 
to the Administrative 
Agent and the 
Lenders under the 
Existing Credit 
Agreement as 
amended and 
restated hereby. 
Without 
limiting the 
foregoing, the 
parties to 
this 
Agreement hereby acknowledge 
and agree that 
the “Credit Agreement” 
and the “Notes” 
referred 
to in 
the Collateral 
Documents shall 
from and 
after the 
date hereof 
be deemed 
references to 
this 
Agreement and the Notes issued hereunder. 
 
Section 13.23. 
Acknowledgement 
Regarding 
Any 
Supported 
QFCs.
 
(a) 
To 
the 
extent 
that 
the Loan Documents provide support, 
through a guarantee or otherwise, 
for Hedge Agreements or 
any other agreement or instrument that is a QFC 
(such support, 
“QFC Credit Support”
, and each 
such QFC, a 
“Supported QFC”
), the parties acknowledge and agree 
as follows with respect to the 
resolution 
power 
of 
the 
Federal 
Deposit 
Insurance 
Corporation 
under 
the 
Federal 
Deposit 
Insurance Act 
and Title 
II of 
the Dodd-Frank 
Wall Street 
Reform and 
Consumer Protection 
Act 
(together with the regulations promulgated thereunder, the 
“U.S. Special Resolution Regimes”
) in 
respect 
of such 
Supported 
QFC and 
QFC Credit 
Support (with 
the 
provisions below 
applicable 
notwithstanding 
that 
the 
Loan 
Documents 
and 
any 
Supported 
QFC 
may 
in 
fact 
be 
stated 
to 
be 
governed by 
the laws 
of the 
State of 
New York 
and/or of 
the United 
States or 
any other 
state of 
the United States): 
In the event 
a Covered Entity 
that is party 
to a Supported 
QFC (each, a 
“Covered 
Party”
) 
becomes 
subject 
to 
a 
proceeding 
under 
a 
U.S. 
Special 
Resolution 
Regime, 
the 
transfer 
of 
such 
Supported 
QFC 
and 
the 
benefit 
of 
such 
QFC 
Credit 
Support 
(and 
any 
interest and obligation in 
or under such Supported 
QFC and such QFC Credit 
Support, and 
any rights 
in property 
securing such 
Supported QFC 
or such 
QFC Credit 
Support) from 
such Covered Party will 
be effective to 
the same extent as 
the transfer would be 
effective 
under 
the 
U.S. 
Special 
Resolution 
Regime 
if 
the 
Supported 
QFC 
and 
such 
QFC 
Credit 
Support 
(and 
any 
such 
interest, 
obligation 
and 
rights 
in 
property) 
were governed 
by 
the 
laws of the United States or 
a state of the United States. 
In the event a Covered Party 
or a 
BHC Act 
Affiliate of 
a Covered 
Party becomes 
subject to 
a proceeding 
under a 
U.S. Special 






-124-
Resolution Regime, Default Rights under the Loan Documents that 
might otherwise apply 
to 
such 
Supported 
QFC 
or 
any 
QFC 
Credit 
Support 
that 
may 
be 
exercised 
against 
such 
Covered Party are permitted 
to be exercised to no 
greater extent than such 
Default Rights 
could be 
exercised under 
the U.S. 
Special Resolution 
Regime if 
the Supported 
QFC and 
the Loan 
Documents were 
governed by 
the laws 
of the 
United States 
or a 
state of 
the United 
States. 
Without 
limitation 
of 
the 
foregoing, 
it 
is 
understood 
and 
agreed 
that 
rights 
and 
remedies of 
the parties 
with respect 
to a 
Defaulting Lender 
shall in 
no event 
affect the 
rights 
of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 
 
(b) 
Certain Defined Terms.
 
As used in this Section 13.23(a): 
 
“
BHC Act Affiliate”
 
of a party means an “affiliate” (as such 
term is defined 
under, and interpreted in accordance 
with, 12 U.S.C. 
1841(k)) of such party. 
 
“Covered Entity”
 
means any of 
the following: (i) 
a “covered 
entity” as that 
term is defined 
in, and interpreted 
in accordance with, 
12 C.F.R. 
§ 252.82(b); (ii) a “covered bank” 
as that term is defined 
in, and interpreted in accordance 
with, 12 C.F.R. § 47.3(b); or (iii) a 
“covered 
FSI” 
as 
that 
term 
is 
defined 
in, 
and 
interpreted 
in 
accordance with, 12 C.F.R. § 382.2(b). 
 
“Default 
Right”
 
has 
the 
meaning 
assigned 
to 
that 
term 
in, 
and 
shall 
be 
interpreted 
in 
accordance 
with, 
12 
C.F.R. 
§§ 
252.81, 
47.2 or 382.1, as applicable. 
“QFC”
 
has the meaning assigned to the term “qualified financial contract” in, and shall be 
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
[S
IGNATURE 
P
AGES TO 
F
OLLOW
] 






-1-
This Amended and Restated Credit Agreement is entered into between us for the uses and 
purposes hereinabove set forth as of the date first above written. 
“B
ORROWER
” 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer 
“G
UARANTORS
” 
A
MERICAN 
E
GG 
P
RODUCTS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
B
ENTON 
C
OUNTY 
F
OODS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
W
HARTON 
C
OUNTY 
F
OODS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
 







-2-
S
OUTHERN 
E
QUIPMENT 
D
ISTRIBUTORS
,
I
NC
. 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
S
OUTH 
T
EXAS 
A
PPLICATORS
,
I
NC
. 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
R
ED 
R
IVER 
V
ALLEY 
E
GG 
F
ARM
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
C
AL
-M
AINE 
R
EAL 
E
STATE 
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
T
EXAS 
E
GG 
P
RODUCTS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 






-3-
“A
DMINISTRATIVE 
A
GENT AND 
L/C I
SSUER 
” 
BMO
H
ARRIS 
B
ANK 
N.A., as L/C Issuer and as 
Administrative Agent 
By: 
____________________________________ 
 
David J. Bechstein 
 
Director 






-4-
“L
ENDERS
” 
BMO
H
ARRIS 
B
ANK 
N.A. 
By: 
____________________________________ 
 
David J. Bechstein 
 
Director 
G
REEN
S
TONE 
F
ARM 
C
REDIT 
S
ERVICES
,
ACA 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
A
G
F
IRST 
F
ARM 
C
REDIT 
B
ANK
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
C
OMPEER 
F
INANCIAL
,
ACA 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
F
ARM 
C
REDIT 
B
ANK OF 
T
EXAS
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
E
XHIBIT
 
A 
N
OTICE OF 
P
AYMENT 
R
EQUEST
[Date] 
[Name of Lender] 
[Address] 
Attention: 
Reference is made to the Amended and Restated 
Credit Agreement, dated as of November 
15, 2021 among Cal-Maine 
Foods, Inc., the Lenders 
party thereto, and BMO 
Harris Bank N.A., as 
Administrative Agent (as extended, renewed, 
amended or restated from time 
to time, the 
“Credit 
Agreement”
). 
Capitalized terms 
used herein 
and not 
defined herein 
have the 
meanings assigned 
to them in the Credit Agreement. 
[The Borrower has failed to pay its Reimbursement 
Obligation 
in 
the 
amount 
of 
$____________. 
Your 
Revolver 
Percentage 
of 
the 
unpaid 
Reimbursement 
Obligation is $_____________] or [__________________________ has been required to 
return a 
payment by 
the Borrower 
of a 
Reimbursement Obligation 
in the 
amount of 
$_______________. 

Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.]
Very truly yours, 
BMO Harris Bank N.A., as L/C Issuer 

By 

 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
E
XHIBIT
 
B 
N
OTICE OF 
B
ORROWING
Date: 
____________, ____ 
To: 
BMO Harris Bank N.A., as 
Administrative Agent for 
the Lenders 
party to 
the Amended 
and Restated 
Credit 
Agreement 
dated 
as 
of 
November 
15, 
2021 
(as 
extended, renewed, amended or restated 
from time to 
time, 
the 
“Credit 
Agreement”
), 
among 
Cal-Maine 
Foods, 
Inc., 
certain 
Lenders 
which 
are 
signatories 
thereto, 
and 
BMO Harris 
Bank 
N.A., 
as 
Administrative Agent 
Ladies and Gentlemen: 
The undersigned, 
Cal-Maine Foods, 
Inc. (the 
“Borrower”
), refers 
to the 
Credit Agreement, 
the 
terms 
defined 
therein 
being 
used 
herein 
as 
therein 
defined, 
and 
hereby 
gives 
you 
notice 
irrevocably, pursuant to Section 2.6 of the Credit Agreement, of the Borrowing specified below: 
 
1. 
The Business Day of the proposed Borrowing is ___________, ____. 
 
2. 
The aggregate amount of the proposed Borrowing is $______________. 
 
3. 
The 
Borrowing 
is 
to 
be 
comprised 
of 
$___________ 
of 
[Base 
Rate] 
[Eurodollar]
 
Loans. 
[4. 
The duration of the Interest 
Period for the Eurodollar Loans 
included 
in the Borrowing shall be ____________ months.] 
The undersigned hereby certifies that the following statements are true on the date hereof, 
and will be true on the date of 
the proposed Borrowing, before and after giving effect 
thereto and 
to the application of the proceeds therefrom: 
 
(a) 
the 
representations 
and 
warranties 
contained 
in 
Section 6 
of 
the 
Credit 
Agreement 
are 
true 
and 
correct 
in 
all 
material 
respects 
(where 
not 
already 
qualified 
by 
materiality, otherwise in all respects) as though made on and as of such date (except to the 
extent such representations and warranties 
relate to an earlier date, 
in which case they are 
true 
and 
correct 
in 
all 
material 
respects 
(where 
not 
already 
qualified 
by 
materiality, 
otherwise in all respects) as of such earlier date); and 






-2-
 
(b) 
no 
Default 
has 
occurred 
and 
is 
continuing 
or 
would 
result 
from 
such 
proposed Borrowing. 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
By 

 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
E
XHIBIT
 
C 
N
OTICE OF 
C
ONTINUATION
/C
ONVERSION
Date: 
____________, ____ 
To: 
BMO 
Harris 
Bank 
N.A, 
as 
Administrative 
Agent 
for 
the Lenders party to the Amended and Restated Credit 
Agreement 
dated 
as 
of 
November 
15, 
2021, 
(as 
extended, renewed, 
amended or 
restated from 
time to 
time, 
the 
“Credit 
Agreement”
) 
among 
Cal-Maine 
Foods, 
Inc., 
certain 
Lenders 
which 
are 
signatories 
thereto, and 
BMO Harris 
Bank N.A., 
as Administrative 
Agent 
Ladies and Gentlemen: 
The undersigned, 
Cal-Maine Foods, 
Inc. (the 
“Borrower”
), refers 
to the 
Credit Agreement, 
the 
terms 
defined 
therein 
being 
used 
herein 
as 
therein 
defined, 
and 
hereby 
gives 
you 
notice 
irrevocably, pursuant to 
Section 2.6 of the Credit Agreement, of the 
[conversion] [continuation]
of the Loans specified herein, that: 
 
1. 
The conversion/continuation Date is __________, ____. 
 
2. 
The 
aggregate 
amount 
of 
the 
Revolving
Loans 
to 
be 
[converted] 
[continued]
 
is $______________. 
 
3. 
The Loans 
are to 
be [
converted into] 
[continued as] 
[Eurodollar] [Base 
Rate]
 
Loans. 
 
4. 
[If 
applicable:]
 
The 
duration 
of 
the 
Interest 
Period 
for 
the 
[Revolving] 
[Incremental 
Term]
Loans 
included 
in 
the 
[conversion] 
[continuation]
 
shall 
be 
_________ months. 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
By 

 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
E
XHIBIT
 
D-1 
R
EVOLVING 
N
OTE
U.S.
$_______________ 
____________, ______ 
F
OR
 
V
ALUE
 
R
ECEIVED
, the 
undersigned, Cal-Maine 
Foods, Inc., 
a Delaware 
corporation 
(the 
“Borrower”
), 
hereby 
promises 
to 
pay 
to 
____________________ 
(the 
“Lender”
) 
or 
its 
registered 
assigns 
on 
the 
Revolving 
Credit 
Termination 
Date 
of 
the 
hereinafter 
defined 
Credit 
Agreement, at the principal office 
of the Administrative Agent in Chicago, 
Illinois (or such other 
location 
as the 
Administrative 
Agent may 
designate 
to the 
Borrower), 
in immediately 
available 
funds, 
the 
principal 
sum 
of 
___________________ 
Dollars 
($__________) 
or, 
if 
less, 
the 
aggregate unpaid 
principal amount 
of all 
Revolving Loans 
made by 
the Lender 
to the 
Borrower 
pursuant to 
the Credit 
Agreement, together 
with interest 
on the 
principal amount 
of each 
Revolving 
Loan from time 
to time outstanding hereunder 
at the rates, 
and payable in the 
manner and on the 
dates, specified in the Credit Agreement. 
This Note 
is one 
of the Revolving 
Notes referred 
to in 
the Amended 
and Restated Credit 
Agreement dated as 
of November 15, 
2021, among the 
Borrower, the Guarantors party 
thereto, the 
Lenders and 
L/C Issuer party 
thereto, and 
BMO Harris 
Bank N.A., 
as Administrative 
Agent (as 
extended, renewed, 
amended or 
restated from 
time to 
time, the 
“Credit Agreement”
), and 
this Note 
and the holder 
hereof are entitled 
to all the 
benefits and security
provided for thereby 
or referred 
to 
therein, 
to 
which 
Credit 
Agreement 
reference 
is 
hereby 
made 
for 
a 
statement 
thereof. 
All 
defined 
terms 
used 
in 
this 
Note, 
except 
terms 
otherwise 
defined 
herein, 
shall 
have 
the 
same 
meaning as in the Credit 
Agreement. 
This Note shall be 
governed by and construed 
in accordance 
with the internal laws of the State of Illinois.
Voluntary prepayments may be made 
hereon, certain prepayments are required 
to be made 
hereon, and this Note 
may be declared due 
prior to the expressed 
maturity hereof, all in 
the events, 
on the terms and in the manner as provided for in the Credit Agreement. 
[This 
Note 
amends 
and 
restates 
in 
its 
entirety 
that 
certain 
Revolving 
Note 
dated 
as 
of 
July 10, 2018, in the original 
principal amount of $[_______] 
made by the Borrower 
to the Lender 
(the 
“
Prior 
Note
”) 
and 
is 
issued 
in 
substitution 
and 
replacement 
for, 
and 
evidences 
all 
of 
the 
indebtedness previously 
evidenced by, 
the Prior 
Note. This 
Note supersedes 
the Prior 
Note and 
shall not be deemed to constitute a novation.] 
The Borrower 
hereby waives 
demand, presentment, 
protest or 
notice of 
any kind 
hereunder. 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 






-2-
By 

 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
E
XHIBIT
 
D-2 
S
WING 
N
OTE
U.S.
$_____________ 
____________, ___ 
F
OR
 
V
ALUE
 
R
ECEIVED
, the 
undersigned, Cal-Maine 
Foods, Inc., 
a Delaware 
corporation
(the 
“Borrower”
), 
hereby 
promises 
to 
pay 
to 
___________________ 
(the 
“Lender”
) 
or 
its 
registered 
assigns 
on 
the 
Revolving 
Credit 
Termination 
Date 
of 
the 
hereinafter 
defined 
Credit 
Agreement, at the principal office 
of the Administrative Agent in Chicago, 
Illinois (or such other 
location 
as the 
Administrative 
Agent may 
designate 
to the 
Borrower), 
in immediately 
available 
funds, the principal 
sum of _______________________________ 
Dollars ($____________) or, if 
less, 
the 
aggregate 
unpaid 
principal 
amount 
of 
all 
Swingline 
Loans 
made 
by 
the 
Lender 
to 
the 
Borrower pursuant to 
the Credit Agreement, 
together with interest on 
the principal amount 
of each 
Swingline Loan from 
time to time 
outstanding hereunder at 
the rates, and 
payable in the 
manner 
and on the dates, specified in the Credit Agreement. 
This Note 
is the 
Swing Note 
referred to 
in the 
Amended and 
Restated Credit 
Agreement 
dated as 
of November 
15, 2021, 
among the 
Borrower, 
the Guarantors 
party thereto, 
the Lenders 
and L/C Issuer party thereto, and 
BMO Harris Bank N.A., as Administrative 
Agent (as extended, 
renewed, amended or restated from time 
to time, the 
“Credit Agreement”
), and this Note and the 
holder hereof are 
entitled to all 
the benefits and 
security provided for 
thereby or referred 
to therein, 
to which 
Credit Agreement 
reference is 
hereby made 
for a 
statement thereof. 
All defined 
terms 
used in 
this Note, 
except terms 
otherwise defined 
herein, shall 
have the 
same meaning 
as in 
the 
Credit Agreement. 
This Note shall be governed by and construed in accordance 
with the internal 
laws of the State of Illinois. 
Voluntary prepayments may be made 
hereon, certain prepayments are required 
to be made 
hereon, and this Note 
may be declared due 
prior to the expressed 
maturity hereof, all in 
the events, 
on the terms and in the manner as provided for in the Credit Agreement. 
This 
Note 
amends 
and 
restates 
in 
its 
entirety 
that 
certain 
Swing 
Note 
dated 
as 
of 
July 10, 2018, in the original principal amount 
of $7,500,000 made by the Borrower 
to the Lender 
(the 
“
Prior 
Note
”) 
and 
is 
issued 
in 
substitution 
and 
replacement 
for, 
and 
evidences 
all 
of 
the 
indebtedness previously 
evidenced by, 
the Prior 
Note. This 
Note supersedes 
the Prior 
Note and 
shall not be deemed to constitute a novation. 
The Borrower 
hereby waives 
demand, presentment, 
protest or 
notice of 
any kind 
hereunder. 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 






-2-
By 

 
Name 
_______________________________ 
 
Title 
________________________________ 






-1-
E
XHIBIT
 
E 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
C
OMPLIANCE 
C
ERTIFICATE
To: 
BMO 
Harris 
Bank 
N.A., 
as 
Administrative 
Agent 
under, 
and the 
Lenders and 
L/C Issuer party 
to, the 
Credit Agreement described below 
This Compliance Certificate is furnished to 
the Administrative Agent, the L/C Issuer, 
and 
the 
Lenders 
pursuant 
to 
that 
certain 
Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 
15, 
2021, 
among 
Cal-Maine 
Foods, 
Inc., 
as 
Borrower, 
the 
Guarantors 
referred 
to 
therein, the Lenders and L/C Issuer 
party thereto from time to 
time, and BMO Harris Bank 
N.A., 
as Administrative 
Agent (as 
extended, renewed, 
amended or 
restated from 
time to 
time, the 
“Credit 
Agreement”
). 
Unless otherwise defined 
herein, the terms 
used in this 
Compliance Certificate have 
the meanings ascribed thereto in the Credit Agreement. 
T
HE 
U
NDERSIGNED HEREBY CERTIFIES THAT
: 
 
1. 
I am the duly elected ____________ of the Borrower; 
 
2. 
I have reviewed the terms of 
the Credit Agreement and I have 
made, or have caused 
to 
be 
made 
under 
my 
supervision, 
a 
detailed 
review 
of 
the 
transactions 
and 
conditions 
of 
the 
Borrower 
and 
its 
Subsidiaries 
during 
the 
accounting 
period 
covered 
by 
the 
attached 
financial 
statements; 
 
3. 
The examinations described 
in paragraph 2 did 
not disclose, and 
I have no 
knowledge 
of, the 
existence of 
any condition 
or the 
occurrence of 
any event 
which constitutes 
a Default 
during 
or at the 
end of the 
accounting period covered 
by the attached 
financial statements or 
as of the 
date 
of this Compliance Certificate, except as set forth below; 
 
4. 
The financial statements 
required by Section 8.5 
of the Credit 
Agreement and being 
furnished to 
you concurrently 
with this 
Compliance Certificate 
are true, 
correct and 
complete in 
all material respects as of the date and for the periods covered thereby; and 
 
5. 
The 
Schedule I 
hereto 
sets 
forth 
financial 
data 
and 
computations 
evidencing 
the 
Borrower’s 
compliance 
with 
certain 
covenants 
of 
the 
Credit 
Agreement, 
all 
of 
which 
data 
and 
computations are, to the best of my knowledge, true, complete and correct and have been made in 
accordance with the relevant Sections of 
the Credit Agreement. 
In the event of a conflict 
between 
the 
attached 
spreadsheet 
and 
any 
certifications 
relating 
thereto 
and 
the 
Credit 
Agreement 
and 
related 
definitions 
used 
in 
calculating 
such 
covenants, 
the 
Credit 
Agreement 
and 
such 
related 
definitions shall govern and control. 






-2-
Described below are 
the exceptions, if 
any, 
to paragraph 3 by 
listing, in detail, 
the nature 
of the condition 
or event, the 
period during which 
it has existed 
and the action 
which the Borrower 
has taken, is taking, or proposes to take with respect to each such condition or event: 
________________________________________________________________ 

________________________________________________________________ 

________________________________________________________________ 

________________________________________________________________ 

The foregoing certifications, together with the computations set forth in 
Schedule I hereto 
and 
the 
financial 
statements 
delivered 
with 
this 
Certificate 
in 
support 
hereof, 
are 
made 
and 
delivered this ______ day of __________________ 20___. 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
By 

 
Name 
_______________________________ 
 
Title 
________________________________ 






 

 

 

 

-1-
S
CHEDULE 
I 
TO 
C
OMPLIANCE 
C
ERTIFICATE
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
C
OMPLIANCE 
C
ALCULATIONS
FOR 
C
REDIT 
A
GREEMENT DATED AS OF 
N
OVEMBER 
15,
2021 
C
ALCULATIONS 
AS OF 
_____________,
_______ 
A. 
Total Funded Debt to Capitalization Ratio (Section 8.22(a)) (as of 
the last day of the fiscal quarter indicated above) 
1. 
all indebtedness created, assumed or incurred by the 
Borrower and its Subsidiaries representing money borrowed 
$___________ 
2. 
all indebtedness of the Borrower and its Subsidiaries for the 
deferred purchase price of property or services (other than 
trade accounts payable arising in the ordinary course of 
business) 
$___________ 
3. 
all indebtedness secured by any Lien upon Property of the 
Borrower and its Subsidiaries, whether or not such Person 
has assumed or become liable for the payment of such 
indebtedness 
$___________ 
4. 
all Capitalized Lease Obligations of the Borrower and its 
Subsidiaries 
$___________ 
5. 
all obligations of the Borrower and its Subsidiaries on or 
with respect to letters of credit, bankers’ acceptances and 
other extensions of credit whether or not representing 
obligations for borrowed money 
$___________ 
6. 
all obligations of the Borrower and its Subsidiaries to 
purchase, redeem, retire, defease or otherwise make any 
payment in respect of any equity interest in such Person or 
any other Person or any warrant, right or option to acquire 
such equity interest, valued, in the case of a redeemable 
preferred interest, at the greater of its voluntary or 
involuntary liquidation preference plus accrued and unpaid 
dividend 
$___________ 
7. 
all Indebtedness of any other Person which is directly or 
indirectly Guaranteed by the Borrower or any of its 
Subsidiaries or which the Borrower or any of its Subsidiaries 
has agreed (contingently or otherwise) to purchase or 
$___________ 






 

 

 

-2-
otherwise acquire or in respect of which the Borrower or any 
of its Subsidiaries has otherwise assured a creditor against 
loss 
8. 
Total Funded Debt (Sum of Lines A1 – A7) 
$___________ 
9. 
Total shareholder’s 
equity (including capital stock, 
additional paid in capital, and retained earnings after 
deducting treasury stock) that would appear on the balance 
sheet of the Borrower and its Subsidiaries, determined in 
accordance with GAAP on a consolidated basis 
$___________ 
10. 
Total Capitalization (Sum of Lines A8 and A9) 
$___________ 
11. 
Ratio of Line A8 to A10 
________ to 1.0 
11. 
Line A10 must be equal to or less than 
0.5 to 1.0 
12. 
The Borrower is in compliance (circle yes or no) 
yes/no 
B. 
Minimum Tangible Net Worth (Section 8.22(b)) (as of the last day 
of the fiscal quarter indicated above) 
1. 
total shareholder’s equity that would appear on the balance 
sheet of the Borrower and its Subsidiaries minus the sum of 
(a) all assets which would be classified as intangible assets 
under GAAP, 
including, without limitation, goodwill, 
patents, trademarks, trade names, copyrights, franchises and 
deferred charges (including, without limitation, unamortized 
debt discount and expense, organization costs and deferred 
research and development expense) and similar assets, and 
(b) the write up of assets above cost; provided, however, that 
intangible assets shall not include prepaid expenses 
(including, without limitation, prepaid insurance, software 
licenses and support agreements, consulting contracts and 
prepaid financing fees) carried on the consolidated balance 
sheet, in each case determined on a consolidated basis in 
accordance with GAAP 
$___________ 
2. 
Line B1 must be equal to or greater than (i) $700,000,000 
for the fiscal quarter ended November 27, 2021, plus (ii) for 
each fiscal quarter ending thereafter, 50% of Net Income
2
$___________ 
2
 
Net Income means, with 
reference to any period, 
the net income (or 
net loss) of 
the Borrower and its 
Subsidiaries 
for such 
period computed 
on a 
consolidated basis 
in accordance 
with GAAP; 
provided
 
that there 
shall be 
excluded from Net Income (a) the 
net income (or net loss) 
of any Person accrued prior 
to the date it becomes 
a Subsidiary 
of, or 
has merged 
into or 
consolidated with, 
the Borrower 
or another 
Subsidiary, 
(b) the net 
income (or net loss) of any Person (other than a Subsidiary) 
in which the Borrower or any of its Subsidiaries 
has an equity interest, except to the 
extent of the amount of dividends or 
other distributions actually paid to 
the 
Borrower 
or 
any 
of 
its 
Subsidiaries 
during 
such 
period, 
and 
(c) the 
undistributed 
earnings 
of 
any 






 

-3-
for such fiscal quarter (if Net Income is positive) less 
Restricted Payments permitted to be made pursuant to 
Section 8.12 during such fiscal quarter 
3. 
The Borrower is in compliance (circle yes or no) 
yes/no 
Subsidiary 
to 
the 
extent 
that 
the 
declaration 
or 
payment 
of 
dividends 
or 
similar 
distributions 
by 
such 
Subsidiary is not at the time permitted 
by the terms of any contractual obligation (other 
than under any Loan 
Document) or requirement of law applicable to such Subsidiary. 






-1-
E
XHIBIT
 
F 
A
DDITIONAL 
G
UARANTOR 
S
UPPLEMENT
______________, ___ 
BMO 
Harris 
Bank 
N.A., 
as 
Administrative 
Agent 
for 
the 
Lenders and L/C Issuer party to the Amended and Restated 
Credit Agreement 
dated as 
of November 
15, 2021, 
among 
Cal-Maine 
Foods, 
Inc., 
as 
Borrower, 
the 
Guarantors 
referred to therein, 
the Lenders and 
L/C Issuer party thereto 
from 
time 
to 
time, 
and 
the 
Administrative 
Agent 
(as 
extended, renewed, amended or restated from time to time, 
the 
“Credit Agreement”
) 
Ladies and Gentlemen: 
Reference 
is made 
to 
the Credit 
Agreement 
described 
above. 
Terms 
not 
defined 
herein 
which are 
defined in 
the Credit 
Agreement shall 
have for 
the purposes 
hereof the 
meaning provided 
therein. 
The undersigned, 
[name of Subsidiary Guarantor]
, a 
[jurisdiction of incorporation or 
organization]
 
hereby 
elects 
to 
be 
a 
“Guarantor”
 
for 
all 
purposes 
of 
the 
Credit 
Agreement, 
effective from the date 
hereof. 
The undersigned confirms that the 
representations and warranties 
set forth in Section 6 
of the Credit Agreement 
are true and correct 
in all material respects 
(where 
not already qualified by materiality, 
otherwise in all respects) as to the undersigned as 
of the date 
hereof (except to the extent such representations 
and warranties relate to an earlier date, in 
which 
case they are true 
and correct in all 
material respects (where not 
already qualified by 
materiality, 
otherwise in 
all respects) 
as of 
such earlier 
date) and 
the undersigned 
shall comply 
with each 
of 
the covenants set forth in Section 8 of the Credit Agreement applicable to it. 
Without limiting the generality of 
the foregoing, the undersigned hereby 
agrees to perform 
all the obligations of a Guarantor under, and to be bound in all 
respects by the terms of, the Credit 
Agreement, including without limitation Section 11 thereof, to the same extent and with the same 
force and effect as if the undersigned were a signatory party thereto. 







-2-
The undersigned 
acknowledges that 
this Agreement 
shall be 
effective upon 
its execution 
and delivery by the undersigned to the Administrative Agent, and it shall not be necessary 
for the 
Administrative 
Agent, 
the 
L/C Issuer, 
or 
any 
Lender, 
or 
any 
of 
their 
Affiliates 
entitled 
to 
the 
benefits hereof, to execute this Agreement or 
any other acceptance hereof. 
This Agreement shall 
be construed in accordance with and governed by the internal laws of the State of Illinois. 
Very truly yours, 
[N
AME OF 
S
UBSIDIARY 
G
UARANTOR
] 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






 

-1-
E
XHIBIT
 
G 
A
SSIGNMENT AND 
A
SSUMPTION
This Assignment 
and Assumption 
(the 
“Assignment and 
Assumption”
) is 
dated as 
of the 
Effective Date set forth 
below and is 
entered into by 
and between 
[the][each]
1
 
Assignor identified 
in item 
1 below 
(
[the][each, an]
“Assignor”
) and 
[the][each]
2
 
Assignee identified 
in item 2 
below 
([the][each, an] 
“Assignee”
). 

[It is 
understood and 
agreed that 
the rights 
and obligations 
of 
[the Assignors][the Assignees]
3
 
hereunder are several and not joint.]
4
 
Capitalized terms used 
but not 
defined herein shall 
have the meanings 
given to them 
in the Credit 
Agreement identified 
below (as amended, the 
“Credit Agreement”
), receipt of a copy of which is 
hereby acknowledged 
by 
[the][each]
 
Assignee. 
The Standard 
Terms and Conditions set 
forth in 
Annex 1 attached 
hereto 
are hereby agreed to and incorporated herein 
by reference and made a part of 
this Assignment and 
Assumption as if set forth herein in full. 
For an agreed consideration, 
[the][each]
 
Assignor hereby irrevocably sells and 
assigns to 
[the Assignee][the 
respective Assignees]
, and 
[the][each]
 
Assignee hereby 
irrevocably purchases 
and assumes 
from 
[the Assignor][the 
respective Assignors]
, subject 
to and 
in accordance 
with 
the Standard Terms and Conditions and the 
Credit Agreement, as of 
the Effective Date inserted 
by 
the 
Administrative 
Agent 
as 
contemplated 
below 
(i) all 
of 
[the 
Assignor’s][the 
respective 
Assignors’]
 
rights and 
obligations in 
[its capacity 
as a 
Lender][their respective 
capacities as 
Lenders]
 
under the Credit Agreement and 
any other documents or instruments 
delivered pursuant 
thereto to the 
extent related to 
the amount and 
percentage interest identified 
below of all 
of such 
outstanding 
rights 
and 
obligations 
of 
[the 
Assignor][the 
respective 
Assignors]
 
under 
the 
respective facilities identified 
below (including without 
limitation any letters 
of credit, guarantees, 
and 
swingline 
loans 
included 
in 
such 
facilities), 
and 
(ii) to 
the 
extent 
permitted 
to 
be 
assigned 
under applicable 
law, 
all claims, 
suits, causes 
of action 
and any 
other right 
of 
[the Assignor 
(in 
its capacity 
as a 
Lender)][the respective Assignors 
(in their 
respective capacities as 
Lenders)]
against any 
Person, whether 
known or 
unknown, arising 
under or 
in connection 
with the 
Credit 
Agreement, any 
other documents 
or instruments 
delivered pursuant 
thereto or 
the loan 
transactions 
governed 
thereby 
or 
in 
any 
way 
based 
on 
or 
related 
to 
any 
of 
the 
foregoing, 
including, 
but 
not 
limited to, contract claims, tort claims, malpractice claims, 
statutory claims and all other claims at 
law or in equity related 
to the rights and obligations 
sold and assigned pursuant to 
clause (i) above 
(the 
rights 
and 
obligations 
sold 
and 
assigned 
by 
[the][any]
 
Assignor 
to 
[the][any]
 
Assignee 
1
 
For bracketed language here and elsewhere in 
this form relating to the Assignor(s), if the 
assignment is from 
a single Assignor, choose the first bracketed language. 
If the assignment is from multiple 
Assignors, choose 
the second bracketed language. 
2
 
For bracketed language here and elsewhere in this form relating to 
the Assignee(s), if the assignment is to a 
single Assignee, choose the first bracketed language. 
If the assignment is to multiple Assignees, choose the 
second bracketed language. 
3
 
Select as appropriate. 
4
 
Include bracketed language if there are either multiple Assignors or multiple Assignees. 






 

 

 

 

 

 

 

 

 

 

 

 

 

-2-
pursuant to clauses (i) 
and (ii) above being 
referred to herein collectively 
as 
[the][an]
“Assigned 
Interest”
). 
Each such sale and assignment is without recourse to 
[the][any]
 
Assignor and, except 
as expressly provided in this Assignment 
and Assumption, without representation or warranty 
by 
[the][any]
 
Assignor. 
1. 
Assignor
[s]
: 
________________________________ 
 
________________________________ 
[Assignor [is] [is not] a Defaulting Lender] 
2. 
Assignee
[s]
: 
________________________________ 
 
________________________________ 
[for each Assignee, indicate [Affiliate] of [
identify Lender
] 
3. 
Borrower(s): 
Cal-Maine Foods, Inc. 
4. 
Administrative Agent: 
BMO Harris 
Bank, N.A., 
as the 
administrative agent 
under 
the Credit Agreement 
5. 
Credit Agreement: 
Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 15, 
2021, among 
Cal-Maine Foods, 
Inc., the 
Lenders parties 
thereto, and 
BMO Harris Bank N.A., as Administrative Agent 
6. 
Assigned Interest[s]: 
A
SSIGNOR
[
S
]
5
A
SSIGNEE
[
S
]
6
F
ACILITY 
A
SSIGNED
7
A
GGREGATE 
A
MOUNT 
OF 
C
OMMITMENT
/L
OANS 
FOR ALL 
L
ENDERS
8
A
MOUNT OF 
C
OMMITMENT
/L
OANS 
A
SSIGNED
8
P
ERCENTAGE 
A
SSIGNED OF 
C
OMMITMENT
/ 
L
OANS
9
$ 
$ 
% 
$ 
$ 
% 
$ 
$ 
% 
5
 
List each Assignor, as appropriate. 
6
 
List each Assignee, as appropriate. 
7
 
Fill 
in 
the 
appropriate 
terminology 
for 
the 
types 
of 
facilities 
under 
the 
Credit 
Agreement 
that 
are 
being 
assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 
8
 
Amount to 
be adjusted 
by the 
counterparties to 
take into 
account any 
payments or 
prepayments made 
between 
the Trade Date and the Effective Date. 
9
 
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 






 

-3-
 
[
7. 
Trade Date: 
______________]
10
[P
AGE 
B
REAK
] 
10
 
To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount 
is to be 
determined as of the Trade Date. 






 

-4-
Effective 
Date: 
________________, 
20___ 
[To 
be 
inserted 
by 
Administrative 
Agent 
and which shall be the effective date of recordation of transfer in the register therefor.]
The terms set forth in this Assignment and Assumption are hereby agreed to: 
A
SSIGNOR
[
S
]
11
[N
AME OF 
A
SSIGNOR
] 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 
[N
AME OF 
A
SSIGNOR
] 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 
A
SSIGNEE
[
S
]
12
[N
AME OF 
A
SSIGNEE
] 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 
[N
AME OF 
A
SSIGNEE
] 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 
11
 
Add additional signature 
blocks as needed. 
Include both Fund/Pension 
Plan and manager 
making the trade 
(if applicable). 
12
 
Add additional signature 
blocks as needed. 
Include both Fund/Pension 
Plan and manager 
making the trade 
(if applicable). 






 

-5-
[Consented to and]
13
Accepted: 
BMO
H
ARRIS 
B
ANK 
N.A., as 
 
Administrative Agent 
By _________________________________ 
 
Name 
____________________________ 
 
Title 
_____________________________ 
[Consented to:]
14
[N
AME OF 
R
ELEVANT 
P
ARTY
] 
By _________________________________ 
 
Name 
____________________________ 
 
Title 
_____________________________ 
13
 
To be added only 
if the consent 
of the Administrative 
Agent is required 
by the terms 
of the Credit 
Agreement. 
14
 
To be 
added only if the 
consent of the Borrower 
and/or other parties (e.g. 
Swingline Lender, L/C 
Issuer) is 
required by the terms of the Credit Agreement.
 







-1-
A
NNEX 
1 
S
TANDARD 
T
ERMS AND 
C
ONDITIONS FOR
A
SSIGNMENT AND 
A
SSUMPTION
S
ECTION
 
1. 
R
EPRESENTATIONS 
AND 
W
ARRANTIES
. 
Section 1.1.
Assignor[s].
 

[The][Each] 
Assignor (a) represents 
and warrants that 
(i) it is 
the legal 
and beneficial 
owner of 
[the][the relevant] 
Assigned Interest, 
(ii) 
[the][such]
 
Assigned 
Interest is 
free and 
clear of 
any lien, 
encumbrance or 
other adverse 
claim, (iii) it 
has full 
power 
and 
authority, 
and 
has 
taken 
all 
action 
necessary, 
to 
execute 
and 
deliver 
this 
Assignment 
and 
Assumption 
and 
to 
consummate 
the 
transactions 
contemplated 
hereby 
and 
(iv) it 
is 
[not]
 
a 
Defaulting Lender; and 
(b) assumes no responsibility 
with respect to 
(i) any statements, warranties 
or 
representations 
made 
in 
or 
in 
connection 
with 
the 
Credit 
Agreement 
or 
any 
other 
Loan 
Document, (ii) the 
execution, legality, 
validity, 
enforceability, 
genuineness, sufficiency 
or value 
of the Loan Documents or any 
collateral thereunder, (iii) the financial 
condition of the Borrower, 
any of 
its Subsidiaries 
or Affiliates 
or any 
other Person 
obligated in 
respect of 
any Loan 
Document, 
or (iv) the performance or observance by the Borrower, any of its 
Subsidiaries or Affiliates or any 
other Person of any of their respective obligations under any Loan Document. 
Section 1.2. 
Assignee[s].
 

[The][Each]
 
Assignee (a) represents and 
warrants that (i) it 
has 
full power 
and authority, and 
has taken 
all action 
necessary, to execute and 
deliver this 
Assignment 
and Assumption and 
to consummate the 
transactions contemplated hereby 
and to become 
a Lender 
under 
the 
Credit 
Agreement, 
(ii) it 
meets 
all 
the 
requirements 
to 
be 
an 
assignee 
under 
Section 13.2(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may 
be required under 
Section 13.2(b)(iii) of the 
Credit Agreement), (iii) from 
and after the 
Effective 
Date, it shall 
be bound by the 
provisions of the 
Credit Agreement as 
a Lender thereunder and, 
to 
the 
extent 
of 
[the][the 
relevant]
 
Assigned 
Interest, 
shall 
have 
the 
obligations 
of 
a 
Lender 
thereunder, (iv) it is 
sophisticated with 
respect to 
decisions to 
acquire assets 
of the 
type represented 
by the Assigned Interest and either it, or the Person 
exercising discretion in making its decision to 
acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a 
copy of 
the Credit 
Agreement, and 
has received 
or has 
been accorded 
the opportunity 
to receive 
copies 
of 
the 
most 
recent 
financial 
statements 
delivered 
pursuant 
to 
Section 8.5 
thereof, 
as 
applicable, 
and 
such 
other 
documents 
and 
information 
as 
it 
deems 
appropriate 
to make 
its 
own 
credit 
analysis 
and 
decision 
to 
enter 
into 
this 
Assignment 
and 
Assumption 
and 
to 
purchase 
[the][such]
 
Assigned 
Interest, 
(vi) it 
has, 
independently 
and 
without 
reliance 
upon 
the 
Administrative Agent or any other Lender and based on such 
documents and information as it has 
deemed appropriate, made 
its own credit 
analysis and decision 
to enter into 
this Assignment and 
Assumption and 
to purchase 
[the][such]
 
Assigned Interest, 
and (vii) attached 
to the 
Assignment 
and Assumption is 
any documentation required 
to be delivered 
by it pursuant 
to the terms 
of the 
Credit Agreement, duly completed 
and executed by 
[the][such]
 
Assignee; and (b) agrees 
that (i) it 
will, independently and without reliance on the 
Administrative Agent, 
[the][any]
 
Assignor 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 
the 
Loan 






-2-
Documents, and (ii) 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. 
S
ECTION
 
2. 
P
AYMENTS
. 
From and 
after the 
Effective 
Date, the 
Administrative Agent 
shall make 
all payments 
in 
respect of 
[the][each]
 
Assigned Interest (including payments of principal, interest, fees and 
other 
amounts) to 
[the][the relevant]
 
Assignee whether such amounts have 
accrued prior to, on or 
after 
the Effective Date. 
The Assignor
[s] 
and the Assignee
[s]
 
shall make all appropriate 
adjustments in 
payments by 
the Administrative 
Agent for 
periods prior 
to the 
Effective Date 
or with 
respect to 
the making 
of this 
assignment directly 
between themselves. 
Notwithstanding the 
foregoing, the 
Administrative Agent shall 
make all payments 
of interest, 
fees or other 
amounts paid 
or payable 
in kind from and after the Effective Date to 
[the][the relevant]
 
Assignee. 
S
ECTION
 
3. 
G
ENERAL 
P
ROVISIONS
. 
This Assignment 
and Assumption 
shall be 
binding upon, 
and inure 
to the 
benefit of, 
the 
parties hereto and their respective successors and assigns. 
This Assignment and Assumption may 
be 
executed 
in 
any 
number 
of 
counterparts, 
which 
together 
shall 
constitute 
one 
instrument. 

Delivery of 
an executed 
counterpart of 
a signature 
page of 
this Assignment 
and Assumption 
by 
telecopy shall be effective as delivery of a manually executed counterpart of 
this Assignment and 
Assumption. 
This Assignment and 
Assumption shall 
be governed 
by, and construed in 
accordance 
with, the law of the State of Illinois. 






-1-
E
XHIBIT 
H-1 
[F
ORM OF
] 
U.S.
T
AX 
C
OMPLIANCE 
C
ERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax 
Purposes) 
Reference 
is 
made 
to 
the 
Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 15, 2021
 
(as 
extended, 
renewed, 
amended 
or 
restated 
from 
time 
to 
time, 
the 
“Credit 
Agreement”
) among Cal-Maine Foods, Inc., the 
Guarantors party thereto, the Lenders and 
L/C Issuer party 
thereto, and 
BMO Harris 
Bank N.A., 
as Administrative 
Agent (the 
“Administrative Agent”
). 
Terms defined 
in the Credit Agreement are used herein with the same meaning. 
Pursuant to the provisions of Section 4.1 
of the Credit Agreement, the undersigned 
hereby certifies 
that (i) it 
is the 
sole record 
and beneficial 
owner of 
the Loan(s) 
(as well 
as any 
Note(s) evidencing 
such 
Loan(s)) 
in 
respect 
of 
which 
it 
is 
providing 
this 
certificate, 
(ii) it 
is 
not 
a 
bank 
within 
the 
meaning 
of 
Section 881(c)(3)(A) of the 
Code, (iii) it 
is not 
a ten 
percent shareholder 
of the 
Borrower within 
the meaning 
of 
Section 871(h)(3)(B) 
of 
the 
Code 
and 
(iv) it 
is 
not 
a 
controlled 
foreign 
corporation 
related 
to 
the 
Borrower as described in Section 881(c)(3)(C) of the Code. 
The undersigned has furnished the Administrative Agent and the 
Borrower with a certificate of its 
non-U.S. Person status 
on IRS Form 
W-8BEN. 
By executing this 
certificate, the undersigned 
agrees that 
(1) if the 
information provided 
on this 
certificate changes, 
the undersigned 
shall promptly 
so inform 
the 
Borrower 
and 
the 
Administrative 
Agent, 
and 
(2) the 
undersigned 
shall 
have 
at 
all 
times 
furnished 
the 
Borrower 
and 
the 
Administrative 
Agent 
with 
a 
properly 
completed 
and 
currently 
effective 
certificate 
in 
either the 
calendar year 
in which 
each payment 
is to 
be made 
to the 
undersigned, or 
in either 
of the 
two 
calendar years preceding such payments. 
[N
AME OF 
L
ENDER
] 
By: 

 
Name: 
________________________________ 

 
Title: 
_________________________________ 

Date: 
______________________________ , 20[_] 






-1-
E
XHIBIT 
H-2 
[F
ORM OF
] 
U.S.
T
AX 
C
OMPLIANCE 
C
ERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax 
Purposes) 
Reference 
is 
made 
to 
the 
Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 15, 2021
 
(as 
extended, 
renewed, 
amended 
or 
restated 
from 
time 
to 
time, 
the 
“Credit 
Agreement”
) among Cal-Maine Foods, Inc., the 
Guarantors party thereto, the Lenders and 
L/C Issuer party 
thereto, and 
BMO Harris 
Bank N.A., 
as Administrative 
Agent (the 
“Administrative Agent”
). 
Terms defined 
in the Credit Agreement are used herein with the same meaning. 
Pursuant to the provisions of Section 4.1 
of the Credit Agreement, the undersigned 
hereby certifies 
that (i) it is the sole record and beneficial owner of the participation 
in respect of which it is providing this 
certificate, (ii) it is 
not a bank 
within the meaning 
of Section 881(c)(3)(A) of 
the Code, (iii) it 
is not a 
ten 
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) 
of the Code, and (iv) it is 
not 
a 
controlled 
foreign 
corporation 
related 
to 
the 
Borrower 
as 
described 
in 
Section 881(c)(3)(C) 
of 
the 
Code. 
The 
undersigned 
has 
furnished 
its 
participating 
Lender 
with 
a 
certificate 
of 
its 
non-U.S. 
Person 
status 
on 
IRS 
Form 
W-8BEN. 
By 
executing 
this 
certificate, 
the 
undersigned 
agrees 
that 
(1) if 
the 
information provided on this certificate changes, 
the undersigned shall promptly so inform 
such Lender in 
writing, and 
(2) the undersigned 
shall have 
at all 
times furnished 
such Lender 
with a 
properly completed 
and currently 
effective certificate 
in either 
the calendar 
year in 
which each 
payment is 
to be 
made to 
the 
undersigned, or in either of the two calendar years preceding such payments. 
[N
AME OF 
P
ARTICIPANT
] 
By: 

 
Name: 
________________________________ 

 
Title: 
_________________________________ 

Date: 
______________________________ , 20[_] 






-1-
E
XHIBIT 
H-3 
[F
ORM OF
] 
U.S.
T
AX 
C
OMPLIANCE 
C
ERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax 
Purposes) 
Reference 
is 
made 
to 
the 
Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 15, 2021
 
(as 
extended, 
renewed, 
amended 
or 
restated 
from 
time 
to 
time, 
the 
“Credit 
Agreement”
) among Cal-Maine Foods, Inc., the 
Guarantors party thereto, the Lenders and 
L/C Issuer party 
thereto, and 
BMO Harris 
Bank N.A., 
as Administrative 
Agent (the 
“Administrative Agent”
). 
Terms defined 
in the Credit Agreement are used herein with the same meaning. 
Pursuant to the provisions of Section 4.1 
of the Credit Agreement, the undersigned 
hereby certifies 
that (i) it 
is the 
sole record 
owner of 
the participation 
in respect 
of which 
it is 
providing this 
certificate, 
(ii) its 
direct 
or 
indirect 
partners/members 
are 
the 
sole beneficial 
owners 
of 
such 
participation, 
(iii) with 
respect such 
participation, neither 
the undersigned 
nor any 
of its 
direct or 
indirect partners/members 
is a 
bank 
extending 
credit 
pursuant 
to 
a 
loan 
agreement 
entered 
into 
in 
the 
ordinary 
course 
of 
its 
trade 
or 
business 
within 
the 
meaning 
of 
Section 881(c)(3)(A) 
of 
the 
Code, 
(iv) none 
of 
its 
direct 
or 
indirect 
partners/members is a ten percent shareholder of the Borrower within the meaning of 
Section 871(h)(3)(B) 
of the 
Code and 
(v) none of 
its direct 
or indirect 
partners/members is 
a controlled 
foreign corporation 
related 
to the Borrower as described in Section 881(c)(3)(C) of the Code. 
The undersigned has 
furnished its participating 
Lender with IRS 
Form W-8IMY accompanied 
by 
one 
of 
the 
following 
forms 
from 
each 
of 
its 
partners/members 
that 
is 
claiming 
the 
portfolio 
interest 
exemption: (i) an IRS 
Form W-8BEN 
or (ii) an IRS 
Form W-8IMY 
accompanied by an 
IRS Form 
W-8BEN 
from each of 
such partner’s/member’s 
beneficial owners that 
is claiming the 
portfolio interest exemption. 

By executing this certificate, the undersigned 
agrees that (1) if the information provided 
on this certificate 
changes, the 
undersigned shall 
promptly so 
inform such 
Lender and 
(2) the undersigned 
shall have 
at all 
times 
furnished 
such 
Lender 
with 
a 
properly 
completed 
and 
currently 
effective 
certificate 
in 
either 
the 
calendar year in which 
each payment is 
to be made 
to the undersigned, or 
in either of 
the two calendar years 
preceding such payments. 
[N
AME OF 
P
ARTICIPANT
] 
By: 

 
Name: 
________________________________ 

 
Title: 
_________________________________ 

Date: 
______________________________ , 20[_] 






-1-
E
XHIBIT 
H-4 
[F
ORM OF
] 
U.S.
T
AX 
C
OMPLIANCE 
C
ERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax 
Purposes) 
Reference 
is 
made 
to 
the 
Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 15, 2021
 
(as 
extended, 
renewed, 
amended 
or 
restated 
from 
time 
to 
time, 
the 
“Credit 
Agreement”
) among Cal-Maine Foods, Inc., the 
Guarantors party thereto, the Lenders and 
L/C Issuer party 
thereto, and 
BMO Harris 
Bank N.A., 
as Administrative 
Agent (the 
“Administrative Agent”
). 
Terms defined 
in the Credit Agreement are used herein with the same meaning. 
Pursuant to the 
provisions of Section 4.1 
of Credit Agreement, 
the undersigned hereby 
certifies that 
(i) it is the sole record owner of the Loan(s) (as well as any Note(s) 
evidencing such Loan(s)) in respect of 
which 
it 
is 
providing 
this 
certificate, 
(ii) its 
direct 
or 
indirect 
partners/members 
are 
the 
sole 
beneficial 
owners of such Loan(s) (as 
well as any Note(s) evidencing 
such Loan(s)), (iii) with respect to 
the extension 
of credit pursuant to 
this Credit Agreement or 
any other Loan Document, 
neither the undersigned nor 
any 
of its 
direct or indirect 
partners/members is 
a bank extending 
credit pursuant 
to a loan 
agreement entered 
into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, 
(iv) none of its direct or indirect 
partners/members is a ten percent shareholder 
of the Borrower within the 
meaning of 
Section 871(h)(3)(B) of 
the Code 
and (v) none 
of its 
direct or 
indirect partners/members 
is a 
controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
The 
undersigned 
has 
furnished 
the 
Administrative 
Agent 
and 
the 
Borrower 
with 
IRS 
Form 
W-8IMY accompanied 
by one 
of the 
following forms 
from each 
of its 
partners/members that 
is claiming 
the portfolio interest exemption: 
(i) an IRS Form W-8BEN 
or (ii) an IRS Form 
W-8IMY accompanied by 
an 
IRS 
Form 
W-8BEN 
from 
each 
of 
such 
partner’s/member’s 
beneficial 
owners 
that 
is 
claiming 
the 
portfolio interest 
exemption. 
By executing 
this certificate, 
the undersigned agrees 
that (1) if 
the information 
provided 
on 
this 
certificate 
changes, 
the 
undersigned 
shall 
promptly 
so 
inform 
the 
Borrower 
and 
the 
Administrative 
Agent, 
and 
(2) the 
undersigned 
shall 
have 
at 
all 
times 
furnished 
the 
Borrower 
and 
the 
Administrative Agent 
with a 
properly completed 
and currently 
effective certificate 
in either 
the calendar 
year in 
which each 
payment is 
to be 
made to 
the undersigned, 
or in 
either of 
the two 
calendar years 
preceding 
such payments. 
[N
AME OF 
L
ENDER
] 
By: 

 
Name: 
________________________________ 

 
Title: 
_________________________________ 

Date: 
______________________________ , 20[_] 






-1-
E
XHIBIT
 
I 
I
NCREASE 
R
EQUEST
Dated _____________, _______ 
To: 
BMO Harris Bank 
N.A.,
as Administrative Agent 
for 
the Lenders 
and L/C Issuer 
party to 
the Amended 
and 
Restated 
Credit 
Agreement 
dated 
as 
of 
November 15, 2021, among 
Cal-Maine Foods, 
Inc., 
as Borrower, 
the Guarantors 
referred to 
therein, the 
Lenders 
and 
L/C Issuer 
party 
thereto 
from 
time 
to 
time, 
and 
the 
Administrative 
Agent 
(as 
extended, 
renewed, amended or restated from time to time, the 
“Credit Agreement”
) 
Ladies and Gentlemen: 
The 
undersigned, 
Cal-Maine 
Foods, 
Inc. 
(the 
“Borrower”
), 
hereby 
refers 
to 
the 
Credit 
Agreement 
and 
requests 
that 
the 
Administrative 
Agent 
consent 
to 
[an 
increase 
in 
the 
aggregate 
Revolving 
Credit 
Commitments] 
[the 
making 
of 
Incremental 
Term 
Loans] 
(the 
“Increase”
), 
in 
accordance 
with 
Section 2.15
 
of 
the 
Credit 
Agreement, 
to 
be 
effected 
by 
[[an 
increase 
in 
the 
Revolving Credit Commitment of] 
[addition of a commitment 
to make an Incremental 
Term 
Loan 
by]] 
[name 
of 
existing 
Lender]] 
[the 
addition 
of 
[name 
of 
new 
Lender] 
(the 
“New 
Lender”
), 
as 
a 
Lender 
under 
the 
terms 
of 
the 
Credit 
Agreement]
. 
Capitalized 
terms 
used 
herein without 
definition shall 
have the 
same meanings 
herein as 
such terms 
have in 
the Credit 
Agreement. 
After 
giving 
effect 
to 
such 
Increase, 
the 
[Revolving 
Credit 
Commitment] 
[Incremental 
Term Loan] of the 
[Lender] [New Lender] 
shall be $_____________. 
[Include paragraphs 1-4 for a New Lender] 
 
1. 
The New Lender
hereby confirms that it has received a copy of the Loan Documents 
and the exhibits related thereto, together 
with copies of the documents which 
were required to be 
delivered 
under 
the 
Credit 
Agreement 
as 
a 
condition 
to 
the 
making 
of 
the 
Loans 
and 
other 
extensions of credit 
thereunder. 
The New Lender
acknowledges and agrees 
that it has 
made and 
will continue to make, 
independently and without reliance 
upon the Administrative Agent 
or any 
other Lender
and based on such documents and information as it has deemed appropriate, its own 
credit 
analysis 
and 
decisions 
relating 
to 
the 
Credit 
Agreement. 
The 
New 
Lender
further 
acknowledges 
and 
agrees 
that 
the 
Administrative 
Agent 
has 
not 
made 
any 
representations 
or 
warranties about 
the credit 
worthiness of 
any Loan 
Party or 
any of 
its Subsidiaries 
or any 
other 
party to the 
Credit Agreement or 
any other Loan 
Document or with 
respect to the 
legality, validity, 
sufficiency or enforceability of the Credit Agreement or any 
other Loan Document or the value of 
any security therefor. 






-2-
 
2. 
Except 
as 
otherwise 
provided 
in 
the 
Credit 
Agreement, 
effective 
as 
of 
the 
date 
of 
acceptance hereof by 
the Administrative Agent, 
the New Lender
(i) shall be deemed 
automatically 
to have become a 
party to Credit Agreement 
and have all the 
rights and obligations of 
a 
“Lender
”
 
under the Credit Agreement 
as if it were 
an original signatory thereto 
and (ii) agrees to be 
bound 
by the 
terms and 
conditions set 
forth in 
the Credit 
Agreement as 
if it 
were an 
original signatory 
thereto. 
 
3. 
The 
New 
Lender
shall 
deliver 
to 
the 
Administrative 
Agent 
a 
completed 
Administrative Questionnaire. 
 
4. 
The New Lender 
has delivered to 
the Borrower and 
the Administrative Agent 
(or is 
delivering to the Borrower and 
the Administrative Agent concurrently herewith), 
as required, the 
Tax forms referred to in Section 4.1 of the Credit Agreement. 
T
HIS 
A
GREEMENT 
SHALL 
BE 
DEEMED 
TO 
BE 
A 
CONTRACTUAL 
OBLIGATION 
UNDER
,
 
AND 
SHALL 
BE 
GOVERNED 
BY 
AND 
CONSTRUED 
IN 
ACCORDANCE 
WITH
,
 
THE 
LAWS 
OF 
THE 
STATE 
OF 
I
LLINOIS
. 
The Increase shall 
be effective when 
the executed consent 
of the Administrative 
Agent is 
received or 
otherwise in 
accordance with 
Section 2.15 of 
the Credit Agreement, 
but not 
in any 
case 
prior to ___________________, ____. 
It shall be a condition 
to the effectiveness of 
the Increase 
that all expenses referred to in Section 2.15 of the Credit Agreement shall have been paid. 
The 
Borrower 
hereby 
certifies 
that 
(a) no 
Default 
has 
occurred 
and 
is 
continuing 
and 
(b) each of the 
representations and warranties 
set forth in 
Section 6 of 
the Credit Agreement 
and 
in 
the 
other 
Loan 
Documents 
are 
and 
remain 
true 
and 
correct 
in 
all 
material 
respects 
on 
the 
effective date 
of this 
Increase (where 
not already 
qualified by 
materiality, otherwise in 
all respects), 
except to 
the extent 
the same 
expressly relate 
to an 
earlier date, 
in which 
case they 
shall be 
true 
and 
correct 
in 
all 
material 
respects 
(where 
not 
already 
qualified 
by 
materiality, 
otherwise in 
all 
respects)
as of such earlier date. 
[S
IGNATURE 
P
AGES TO 
F
OLLOW
] 






-1-
Please indicate your consent to such Increase by signing the enclosed copy of this letter in 
the space provided below. 
Very truly yours, 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 
[N
EW OR EXISTING 
L
ENDER
] 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 
The 
undersigned 
hereby 
consents 
on 
this 
____ 
day 
of 
_________, 
20___, 
to 
the 
above-requested Increase 
BMO
H
ARRIS 
B
ANK 
N.A.,
as Administrative 
Agent, L/C Issuer, and Swingline Lender 
By _________________________________ 
 
Name 
____________________________ 
 
Title 
_____________________________ 






 

-1-
S
CHEDULE 
1.1.
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
S
HORT 
D
URATION 
F
IXED 
I
NCOME 
I
NVESTMENT 
G
UIDELINES
Summary of Changes effective July 21, 2017 
General Portfolio Parameters: 
Allow for purchase of A3 / P3 / F3 Commercial Paper with 1 – 7 day maturity






-2-
Investment Objectives: 
●
Preservation of principal 

●
Short-term liquidity 

●
Competitive returns when measured against comparable benchmarks / indices 
●
Diversification across permitted asset categories 
G
ENERAL 
P
ORTFOLIO 
P
ARAMETERS
: 
Maximum average maturity of any portfolio: 
20 months. 
Minimum average credit quality of any portfolio measured by S&P, 
Moody’s, Fitch composite rating: 

◾
Short Term A-2 / P2 / F2 
◾
Long Term A- / A3/ A- 

Maintain diversification across the permitted asset categories by (1) diversifying the self-directed Wells 
Fargo portfolio; and (2) allocating funds to outside managers. 
M
INIMUM 
C
REDIT 
R
ATINGS
: 
At time 
of purchase, 
all investments 
must carry 
a short 
/ long 
term rating 
by at 
least one 
of Moody’s, 
S&P or 
Fitch. 
If there 
are split 
ratings, at 
least one 
rating must 
meet the 
minimum per 
this guideline. 

Maximum maturity at time of purchase: 

◾
1 – 7 days - A3 / P3 / F3 
◾
8 – 365 days - A2 / P2 / F2, BBB- / Baa3 
◾
2 Years - BBB / Baa2 
◾
3 Years - A- / A3 or better 

A
CCEPTABLE 
A
SSET 
C
ATEGORIES
: 
U.S. Government Obligations 
such as those listed below
◾
Direct obligations of the US Government 
◾
Government-sponsored Agency Entities (GSE): 
◾
Federal National Mortgage Association [FNMA] 
◾
Federal Home Loan Bank [FHLB] 
◾
Federal Home Loan Mortgage Corp [FHLMC] 
◾
Federal Farm
 
Credit Bank [FFCB] 
Bank Deposits of Major US and Foreign Commercial Banks 
rated A- / A3 / F2, or FDIC guaranteed 
◾
Bankers Acceptances 
◾
Certificates of Deposit (Domestic/Yankee) 
◾
Commercial Paper Floating Rate Notes 
◾
Medium Term Notes 

◾
Time Deposits 
Institutional Prime Money Market Funds
 
rated AAA / Aaa / AAA 
Corporate Debt
 







-3-
●
Asset Backed Securities AA / Aa2 / AA 
◾
Commercial Paper 1 – 7 days – 
A3 / P3 / F3 
◾
Commercial Paper GT 7 days – 
A2 / P2 / F2 
◾
Corporate Bonds - 2 years BBB- / Baa3 / BBB- 
◾
Corporate Bonds – 3 years A- / A3 / A-, 

◾
Medium-Term Notes – A / A2 / A 
Sovereign/Supranational Debt
 
rated A- / A3 / A- 
Municipal Debt Securities 
◾
Taxable or tax-exempt municipal bonds – 
2 years; BBB+ / Baa1 / BBB+, 3 years; 
A- / A3/ A-, 
◾
Short-Term Notes; A2 / P2 / F2, SP-1 / MIG 1 
◾
Variable Rate Demand Notes with daily or weekly mandatory puts; A2 / P2 / F2, SP-1 / MIG 1 
M
UTUAL 
F
UNDS
S
HARES 
OF 
OPEN
-
END 
INVESTMENT 
COMPANIES
,
 
WITH 
AVERAGE 
MATURITIES 
QUALITY 
RATINGS 
MEETING THE GUIDELINES LISTED ABOVE
. 
Downgrades Subsequent to Purchase 
If 
a 
security’s 
credit 
rating 
is 
downgraded 
below 
the 
minimum 
acceptable 
rating, 
the 
Investment 
Manager will notify Cal-Maine of the change with a 
recommendation as to whether the security should 
be held or sold. 
Cal-Maine will make the final decision. 
E
FFECTIVE 
D
ATE
:
 

J
ULY 
21,
2017
 

 

A
PPROVED BY 
A
UDIT 
C
OMMITTEE
:
 

07/21/2017 







-4-






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-1-
Rating Tier Definitions 
Moody's
S
 
& P 
Fitch
Credit worthiness 

Aaa 
AAA 
AAA 
Obligor has EXTREMELY STRONG capacity to meet financial 
commitment. 
Aa1 
AA+ 
AA+ 
Obligor has VERY STRONG capacity to meet its financial commitments. It differs from the highest 
rated obligors only in small degree. 
Aa2 
AA 
AA 
Aa3 
AA− 
AA− 
A1 
A+ 
A+ 
Obligor has STRONG capacity to meet financial commitments but is somewhat more susceptible to 
the adverse effect of changes in economic conditions and circumstances than obligors in higher-rated 
categories. 
A2 
A 
A 
A3 
A− 
A− 
Baa1 
BBB+ 
BBB+ 
Obligor has ADEQUATE capacity to meet its financial 
commitments, but adverse economic 
conditions or changing circumstances are likely to lead to a weakened capacity of the obligor to meet 
its financial commitments. 
Baa2 
BBB 
BBB 
Baa3 
BBB− 
BBB− 
Ba1 
BB+ 
BB+ 
Obligor is LESS VULNERABLE in the near term than other lower-rated obligors. However, 
it faces 
major ongoing uncertainties and exposure to adverse business, financial, or economic conditions 
which could lead to the obligor's inadequate capacity to meet its financial commitments. 
Ba2 
BB 
BB 
Ba3 
BB− 
BB− 
B1 
B+ 
B+ 
Obligor is MORE VULNERABLE than the obligors rated 'BB', but the obligor currently has the 
capacity to meet its financial commitments. Adverse business, financial, or economic conditions will 
likely impair the obligor's capacity or willingness to meet its financial commitments. 
B2 
B 
B 
B3 
B− 
B− 
Caa 
CCC 
CCC 
Obligor is CURRENTLY VULNERABLE, and dependent 
upon favorable business, financial and 
economic conditions to meet financial commitments. 
Ca 
CC 
CC 
Obligor is CURRENTLY HIGHLY 
-VULNERABLE. 
C 
C 
Obligor is CURRENTLY HIGHLY 
-VULNERABLE to nonpayment. Bankruptcy petition might have 
been filed. 
C 
D 
D 
Obligor failed to pay one or more of its financial obligations (rated or unrated) when it became due. 
e, p 
pr 
Expected 
Preliminary ratings assigned to obligations pending receipt of final documentation and legal opinions 
that may differ from the final rating. 
WR 
Rating withdrawn for reasons including: debt maturity, 
calls, puts, conversions, etc., or business 
reasons (e.g. change in the size of debt issue), or issuer default. 

Unsolicited 
Unsolicited 
Rating initiated by the ratings agency and not requested by the issuer. 
SD 
RD 
Agency believes obligor selectively defaulted on a specific issue or class of obligations but will 
NR 
NR 
NR 
No rating has been requested or insufficient information on which to base a rating. 






 

-1-
S
CHEDULE 
2.1/2.2 
C
OMMITMENTS
N
AME OF 
L
ENDER
R
EVOLVING 
C
REDIT 
C
OMMITMENT
BMO Harris Bank N.A. 
$ 
86,000,000.00 
GreenStone Farm Credit Services, ACA 
$ 
65,000,000.00 
AgFirst Farm Credit Bank 
$ 
33,000,000.00 
Compeer Financial, PCA 
$ 
33,000,000.00 
Farm Credit Bank of Texas 
$ 
33,000,000.00 
T
OTAL
$250,000,000.00 






-1-
S
CHEDULE
 
6.2 
S
UBSIDIARIES
N
AME
J
URISDICTION OF 
O
RGANIZATION
P
ERCENTAGE 
O
WNERSHIP
American Egg Products, LLC 
Georgia 
100% 
Texas Egg Products, LLC 
Texas 
Borrower 78.2% 
Wharton County Foods, LLC 
21.8% 
Benton County Foods, LLC 
Arkansas 
100% 
Southern Equipment Distributors, Inc. 
Mississippi 
100% 
South Texas Applicators, Inc. 
Delaware 
100% 
Wharton County Foods, LLC 
Texas 
100% 
Red River Valley Egg Farm, LLC 
Mississippi 
100% 
Cal-Maine Real Estate LLC 
Mississippi 
100% 






 

 

-1-
S
CHEDULE 
6.11 
LITIGATION
Refer to the discussion of certain legal proceedings involving the Borrower and/or its subsidiaries 
in our Quarterly Reports on Form 10-Q for 
the period August 28, 2021 and Notes 
to Consolidated 
Financial Statements 
on Contingencies, 
which discussions 
are incorporated 
herein by 
reference, 
and include the following: 

State of Texas 
v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC 

On April 23, 2020, 
the Company and its 
subsidiary Wharton County Foods, 
LLC (“WCF”) were 
named 
as 
defendants 
in 
State 
of 
Texas 
v. 
Cal-Maine 
Foods, 
Inc. 
d/b/a 
Wharton; 
and 
Wharton 
County Foods, 
LLC, Cause 
No. 2020-25427, 
in the 
District Court 
of Harris 
County, 
Texas. 
The 
State of Texas (the “State”) asserted claims based on the 
Company’s and WCF’s alleged violation 
of the 
Texas 
Deceptive Trade 
Practices—Consumer Protection 
Act, Tex. 
Bus. & 
Com. Code 
§§ 
17.41-17.63 
(“DTPA”). 
The 
State 
claimed 
that 
the 
Company 
and 
WCF 
offered 
shell 
eggs 
at 
excessive 
or 
exorbitant 
prices 
during 
the 
COVID-19 
state 
of 
emergency 
and 
made 
misleading 
statements about shell 
egg prices. The State 
sought temporary and permanent 
injunctions against 
the 
Company 
and 
WCF 
to 
prevent 
further 
alleged 
violations 
of 
the 
DTPA, 
along 
with 
over 
$100,000 in 
damages. On 
August 13, 
2020, the 
court granted 
the defendants’ 
motion to 
dismiss 
the 
State’s 
original 
petition 
with 
prejudice. 
On 
September 
11, 
2020, 
the 
State 
filed 
a 
notice 
of 
appeal, which was assigned to the Texas Court of Appeals for the First District. The State filed its 
opening brief on 
December 7, 2020. 
The Company and 
WCF filed their 
response on February 
8, 
2021. The Texas 
Court of Appeals has 
not ruled on these 
submissions. Management believes the 
risk of material loss related to this matter to be remote. 
Bell et al. v. Cal-Maine Foods et al. 

On April 
30, 2020, 
the Company 
was named 
as one 
of several 
defendants in 
Bell et 
al. v. 
Cal-
Maine Foods et al., Case No. 1:20-cv-461, in the Western District of Texas, 
Austin Division. The 
defendants include numerous 
grocery stores, retailers, 
producers, and farms. Plaintiffs 
assert that 
defendants 
violated 
the 
DTPA 
by 
allegedly 
demanding 
exorbitant 
or 
excessive 
prices 
for 
eggs 
during the 
COVID-19 state 
of emergency. Plaintiffs 
request certification 
of a 
class of 
all consumers 
who 
purchased 
eggs 
in 
Texas 
sold, 
distributed, 
produced, 
or 
handled 
by 
any 
of 
the 
defendants 
during 
the 
COVID-19 
state 
of 
emergency. 
Plaintiffs 
seek 
to 
enjoin 
the 
Company 
and 
other 
defendants from selling 
eggs at a 
price more than 
10% greater than 
the price of 
eggs prior to 
the 
declaration 
of 
the 
state 
of 
emergency 
and 
damages 
in 
the 
amount 
of 
$10,000 
per 
violation, 
or 
$250,000 
for 
each 
violation 
impacting 
anyone 
over 
65 
years 
old. 
On 
December 
1, 
2020, 
the 
Company 
and 
certain 
other 
defendants 
filed 
a 
motion 
to 
dismiss 
the 
plaintiffs’ 
amended 
class 
action complaint. 
The plaintiffs 
subsequently filed 
a motion 
to strike, 
and the 
motion to 
dismiss 
and related proceedings 
were referred to 
a United States 
magistrate judge. On 
July 14, 2021, 
the 
magistrate judge issued 
a report 
and recommendation to 
the court 
that the defendants’ 
motion to 
dismiss 
be 
granted 
and 
the 
case 
be 
dismissed 
without 
prejudice 
for 
lack 
of 
subject 
matter 
jurisdiction. 
On 
September 
20, 
2021, 
the 
court 
adopted 
the 
magistrate’s 
report 
and 






 

-2-
recommendation in its 
entirety and granted 
defendants’ motion to 
dismiss plaintiffs’ first amended 
class action complaint; thereafter, the court entered a final judgment in favor of the Company and 
certain other 
defendants dismissing 
the case 
without prejudice. 
The plaintiffs 
filed a 
Motion to 
Alter or Amend Judgment seeking 
the court’s permission to file a second 
amended complaint, and 
on November 1, 2021, the Company filed its Opposition to the Plaintiffs’ 
motion. 

Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al. 

As 
previously 
reported, 
on 
September 
25, 
2008, 
the 
Company 
was 
named 
as 
one 
of 
several 
defendants 
in 
numerous 
antitrust 
cases 
involving 
the 
United 
States 
shell 
egg 
industry. 
The 
Company settled 
all of 
these cases, 
except for 
the claims 
of certain 
plaintiffs who 
sought substantial 
damages 
allegedly 
arising from 
the purchase 
of egg 
products 
(as 
opposed to 
shell 
eggs). 
These 
remaining plaintiffs 
are Kraft 
Food Global, 
Inc., General 
Mills, Inc., 
and Nestle 
USA, Inc. 
(the 
“Egg Products Plaintiffs”) and The Kellogg Company. 
On September 
13, 2019, 
the case 
with the 
Egg Products 
Plaintiffs 
was remanded 
from a 
multi-
district 
litigation 
proceeding 
in 
the 
United 
States 
District 
Court 
for 
the 
Eastern 
District 
of 
Pennsylvania, In 
re Processed 
Egg Products 
Antitrust Litigation, 
MDL No. 
2002, to 
the United 
States District Court for the Northern District 
of Illinois, Kraft Foods Global, Inc. et 
al. v. 
United 
Egg Producers, Inc. et 
al., Case No. 1:11-cv-8808, for 
trial. The Egg Products 
Plaintiffs allege that 
the 
Company 
and 
other 
defendants 
violated 
Section 
1 
of 
the 
Sherman 
Act, 
15. 
U.S.C. 
§ 
1, 
by 
agreeing to limit the production of eggs and thereby 
illegally to raise the prices that plaintiffs paid 
for processed egg products. In particular, the Egg Products Plaintiffs are 
attacking certain features 
of the 
United Egg 
Producers animal-welfare 
guidelines and 
program used 
by the 
Company and 
many 
other 
egg 
producers. 
The 
Egg 
Products 
Plaintiffs 
seek 
to 
enjoin 
the 
Company 
and 
other 
defendants from engaging in antitrust violations 
and seek treble money damages. The 
parties filed 
a joint status report on May 
18, 2020. On August 4, 
2021, by docket entry, the court instructed the 
parties to jointly 
submit a second 
status report to 
the court that 
included a proposed 
schedule for 
preparing a final pretrial 
order. 
On August 25, 2021, 
the parties filed a 
joint status report, and 
on 
August 26, 
2021, the 
court, by 
docket entry, 
informed the 
parties that 
the need 
to discuss 
issues 
was no 
longer necessary 
and that 
a scheduled 
August 30, 
2021, status 
hearing was 
stricken. No 
trial schedule has yet been entered by the court. 
In addition, 
on October 
24, 2019, 
the Company 
entered into 
a confidential 
settlement agreement 
with The Kellogg Company dismissing all claims 
against the Company for an amount that did 
not 
have 
a 
material 
impact 
on 
the 
Company’s 
financial 
condition 
or 
results 
of 
operations. 
On 
November 11, 
2019, a stipulation for 
dismissal was filed with 
the court, but the 
court has not yet 
entered a judgment on the filing. 
The Company 
intends to 
continue to 
defend the 
remaining case 
with the 
Egg Products 
Plaintiffs 
as 
vigorously 
as 
possible 
based 
on 
defenses 
which 
the 
Company 
believes 
are 
meritorious 
and 
provable. Adjustments, 
if any, which 
might result 
from the 
resolution of 
this remaining 
matter with 
the Egg Products Plaintiffs have 
not been reflected in 
the financial statements. While 
management 
believes that there 
is still a 
reasonable possibility of 
a material adverse 
outcome from the 
case with 
the 
Egg 
Products 
Plaintiffs, 
at 
the 
present 
time, 
it 
is 
not 
possible 
to 
estimate 
the 
amount 
of 
monetary 
exposure, 
if 
any, 
to 
the 
Company 
due 
to 
a 
range 
of 
factors, 
including 
the 
following, 






 

-3-
among others: 
the matter 
is in 
the early 
stages of 
preparing for 
trial following 
remand; any 
trial 
will 
be 
before 
a 
different 
judge 
and 
jury 
in 
a 
different 
court 
than 
prior 
related 
cases; 
there 
are 
significant 
factual 
issues 
to 
be 
resolved; 
and 
there 
are 
requests 
for 
damages 
other 
than 
compensatory damages (i.e., injunction and treble money damages). 
State of Oklahoma Watershed Pollution Litigation 
On 
June 18, 
2005, 
the 
State 
of 
Oklahoma 
filed 
suit, 
in 
the 
United 
States 
District 
Court 
for 
the 
Northern District 
of Oklahoma, 
against Cal-Maine 
Foods, Inc. 
and Tyson Foods, 
Inc. and 
affiliates, 
Cobb-Vantress, Inc., Cargill, Inc. and its affiliate, George’s, 
Inc. and its affiliate, Peterson Farms, 
Inc. and Simmons Foods, Inc. The State of Oklahoma claims that through the disposal of chicken 
litter the defendants have polluted the Illinois River Watershed. This watershed provides water to 
eastern Oklahoma. The complaint seeks injunctive 
relief and monetary damages, but the 
claim for 
monetary damages 
has been 
dismissed by 
the court. 
Cal-Maine Foods, 
Inc. discontinued 
operations 
in the watershed. Accordingly, 
we do not anticipate that Cal-Maine Foods, Inc. will be materially 
affected 
by 
the 
request 
for 
injunctive 
relief 
unless 
the 
court 
orders 
substantial 
affirmative 
remediation. Since 
the litigation 
began, Cal-Maine 
Foods, Inc. 
purchased 100% 
of the 
membership 
interests 
of 
Benton 
County 
Foods, 
LLC, 
which 
is 
an 
ongoing 
commercial 
shell 
egg 
operation 
within the 
Illinois River 
Watershed. Benton 
County Foods, 
LLC is 
not a 
defendant in 
the litigation. 
The trial in the case began in September 2009 and concluded in February 2010. The case was 
tried without a jury, and the court has not yet issued its ruling. Management believes the risk of 
material loss related to this matter to be remote. 






 

-1-
S
CHEDULE 
8.7 
E
XISTING 
I
NDEBTEDNESS
1. 
Other Indebtedness. 
P
AYEE
%
R
ATE
I
NSTALLMENT
T
OTAL
C
URRENT
L
ONG
-T
ERM
Farm Credit (MOBA) 
4.90 
Variable 
$524,316 
$218,561 
$305,755 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-1-
S
CHEDULE 
8.8 
E
XISTING 
L
IENS
UCC,
T
AX
,
J
UDGMENT 
&
O
THER 
L
IEN 
S
EARCH 
R
ESULTS
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Delaware Secretary of 
State 
10/28/2021 
Federal Tax 
Lien 
Clear 
UCC Lien 
20040026486 
1/6/04 
Metropolitan Life 
Insurance Company 
Specific assets 
20084305700 
12/30/08 
Continuation of 20040026486 
20133221661 
8/16/13 
Continuation of 20040026486 
2018 4896268 
07/17/18 
Continuation of 20040026486 
2019 8532546 
12/03/19 
Termination of 20040026486 
20064287603 
12/1/06 
Metropolitan Life 
Insurance Company 
Specific equipment and property 
20112956848 
8/1/11 
Continuation of 20064287603 
20150287457 
1/22/15 
Termination of 20064287603 
20166699613 
10/31/16 
Continuation of 20064287603 
20141235852 
3/31/14 
Metropolitan Life 
Insurance Company 
Specific personal property 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-2-
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
2018 6708107 
09/28/18 
Partial release collateral of 
20141235852 
2018 6960070 
10/08/18 
Continuation of 
20141235852 
2019 8532538 
12/03/19 
Termination of 
20141235852 
20141238401 
3/31/14 
Metropolitan Life 
Insurance Company 
Specific equipment and property 
20173735385 
6/7/17 
Termination of 20141238401 
2018 8545457 
12/10/18 
Continuation of 20141238401 
2019 8532553 
12/03/19 
Termination of 20141238401 
2018 4722720 
07/10/18 
BMO Harris Bank N.A., 
as Agent 
Debtor’s interest in Accounts, 
chattel paper, instruments, etc., all 
as more fully described on 
Schedule I 
2018 8294304 
11/30/18 
Pure Water Partners 
Leased equipment 
2019 8080710 
11/15/19 
Canon Financial Services, 
Inc. 
Leased equipment 
New Castle County 
Recorder of Deeds, 
Delaware 
09/21/2021 
Fixture 
Filings and 
Federal Tax 
Liens 
Clear 
Hinds County, MS 
10/29/2021 
Fixtures, 
State Tax 
Liens and 
Judgments 
Clear 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-3-
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Federal Tax 
Liens 
64-64 
04/01/19 
Internal Revenue Service 
$533,014.90 
Released on 05/08/19 and 06/13/19 
W
HARTON 
C
OUNTY 
F
OODS
,
LLC 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Texas Secretary of State 
10/28/2021 
UCC and 
Federal Tax 
Liens 
Clear 
Dallas County, Texas 
10/22/2021 
Fixture 
Filings and 
Judgment, 
Federal and 
State Tax 
Liens 
Clear 
Wharton County, Texas 
11/05/2021 
Fixture 
Filings and 
Judgment, 
Federal & 
State Tax 
Liens 
Clear 
Hinds County, MS 
10/29/2021 
Fixtures, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-4-
S
OUTH 
T
EXAS 
A
PPLICATORS
,
I
NC
. 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Delaware Secretary of 
State 
10/28/2021 
Federal Tax 
Lien 
Clear 
UCC Lien 
2018 4722894 
07/10/18 
BMO Harris Bank N.A., 
as Agent 
Debtor’s interest in Accounts, 
chattel paper, instruments, etc., all 
as more fully described on 
Schedule I 
New Castle County, 
Delaware 
09/21/2021 
Fixture 
Filings, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 
Hinds County, MS 
10/29/2021 
Fixtures, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 
Gonzales County Clerk, 
Texas 
11/05/2021 
Fixture 
Filings, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-5-
S
OUTHERN 
E
QUIPMENT 
D
ISTRIBUTORS
,
I
NC
. 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Mississippi Secretary of 
State 
10/29/2021 
Federal and 
State Tax and 
UCC Liens 
Clear 
Hinds County, MS 
10/29/2021 
Fixtures, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 
A
MERICAN 
E
GG 
P
RODUCTS
,
LLC 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Superior Court Clerks 
Cooperative Authority, 
Georgia 
10/20/2021 
UCC 
No Records 
Found 
11/08/2021 
State Tax 
Lien – GA 
Department 
of Revenue 
Clear 
Pierce County Clerk of 
the Superior Court, 
Georgia 
10/22/2021 
Fixture 
Filings, 
Federal & 
State Tax 
Clear 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-6-
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
and 
Judgment 
Liens 
Gwinnett County, GA 
11/03/2021 
Fixtures, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 
Hinds County, MS 
10/29/2021 
Fixtures, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 
B
ENTON 
C
OUNTY 
F
OODS
,
LLC 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Arkansas Secretary of 
State 
11/03/2021 
UCC and 
Federal Tax 
Liens 
Clear 
Benton County, AR 
11/02/2021 
Fixtures, 
Federal and 
State Tax 
Liens 

Clear 
Judgments 
Bk/PG: 2012-
1961 
01/31/12 
Department of Workforce 
Services 
$271.05 
Released on 02/08/13 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-7-
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Bk/PG: 2012-
17777 
10/05/12 
Department of Finance 
and Administration 
$2,840.57 
Released on 07/30/13 
Bk/PG: 2013-
8874 
06/19/13 
Department of Finance 
and Administration 
$864.98 
Released on 08/08/13 
Hinds County, MS 
10/29/2021 
Fixtures, 
Federal and 
State Tax 
Liens and 
Judgments 
Clear 
C
AL
-M
AINE 
R
EAL 
E
STATE 
LLC 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Mississippi Secretary of 
State 
10/29/2021 
UCCs, Federal 
and State Tax 
Liens 
Clear 
Madison County, MS 
10/27/2021 
Fixture Filings, 
Federal and 
State Tax Liens, 
Pending Suits 
and Judgments 
Clear 
U.S. District Court, 
Mississippi Southern 
District 
11/03/2021 
Federal Pending 
Suits 
Clear 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-8-
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
U.S. Bankruptcy Court, 
Mississippi Southern 
District 
11/03/2021 
Bankruptcy 
Clear 
R
ED 
R
IVER 
V
ALLEY 
E
GG 
F
ARM
,
LLC 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Mississippi Secretary of 
State 
10/29/2021 
UCCs and 
Federal Tax 
Liens 
Clear 
U.S. District Court, 
Mississippi Southern 
District 
11/03/2021 
Federal Pending 
Suits 
Clear 
U.S. Bankruptcy Court, 
Mississippi Southern 
District 
11/03/2021 
Bankruptcy 
Clear 
Red River County, TX 
10/05/2021 
Fixture Filings, 
Federal and 
State Tax Liens 
and Judgments 
Clear 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-9-
T
EXAS 
E
GG 
P
RODUCTS
,
LLC 
J
URISDICTION
S
EARCH 
D
ATE
T
YPE OF 
S
EARCH
F
ILING 
N
O
. 
F
ILING 
D
ATE
S
ECURED 
P
ARTY
C
OLLATERAL 
T
YPE
Texas Secretary of State 
10/28/2021 
UCCs and 
Federal Tax 
Liens 
Clear 
Gonzales County Clerk, 
Texas 
11/05/2021 
Fixture Filings, 
Federal and 
State Tax Liens 
and Judgments 
Clear 
U.S. District Court, 
Texas District Court 
11/03/2021 
Federal Pending 
Suits 
Clear 
U.S. Bankruptcy Court, 
Texas Western District 
11/03/2021 
Bankruptcy 
Clear 






 

 

 

 

 

 

 

-1-
S
CHEDULE 
8.9 
E
XISTING 
I
NVESTMENTS
Cal-Maine Foods, Inc. 
Existing Investments 
Period Ending August 28, 2021 
Unconsolidated Entities: 
Eggland's Best 
 
$ 
767,808.74 

Southwest Specialty 
 
$5,331,744.00 

Specialty Egg 
 
$ 
349,554.65 

US Egg Marketers 
 
$ 
28,000.00 

 
$6,477,107.39 

Investment in Xiant 
 
$4,272,490.92 

Life Insurance Cash Value 
 
$ 
928,233.08 

Vanguard 
 
$4,035,178.74 

 
$15,713,010.13 







-1-
A
MENDED AND 
R
ESTATED 
C
REDIT 
A
GREEMENT
This Amended and Restated Credit 
Agreement is entered into 
as of November 15, 2021 
by 
and 
among 
Cal-Maine 
Foods, 
Inc., 
a 
Delaware 
corporation 
(the 
“Borrower”
), 
the 
direct 
and 
indirect Wholly-owned Subsidiaries that are 
Domestic Subsidiaries of the Borrower 
from time to 
time party 
to this 
Agreement, as 
Guarantors, the 
several financial 
institutions from 
time to 
time 
party to 
this Agreement, 
as Lenders, 
and BMO H
ARRIS 
B
ANK 
N.A.,
as Administrative 
Agent as 
provided herein. 

P
RELIMINARY 
S
TATEMENT
W
HEREAS
,
pursuant to 
that certain 
Credit Agreement 
dated as 
of July 
10, 2018 
(as amended 
prior to the date 
hereof, without giving effect to 
the amendments and restatements 
set forth herein, 
the 
“Existing Credit Agreement”
), by and among the Borrowers, the Guarantors 
party thereto, the 
lenders party thereto and the Administrative Agent, the 
lenders thereunder have made available to 
the 
Borrowers 
a 
revolving 
loan 
facility 
upon 
and 
subject 
to 
the 
terms 
and 
conditions 
set 
forth 
therein; 
W
HEREAS
, 
the 
Loan 
Parties, 
the 
Administrative 
Agent 
and 
the 
Lenders 
desire 
to 
amend 
and 
restate 
the 
Existing 
Credit 
Agreement 
in 
its 
entirety 
in 
order 
to 
provide 
an 
increase 
to 
the 
revolving credit facility and make certain other amendments as more fully set forth 
herein, which 
amendment and restatement 
shall become effective 
upon satisfaction of 
the conditions precedent 
set forth herein; 
W
HEREAS
, in 
connection with 
the foregoing 
and as 
an inducement 
for the 
Lenders to 
extend 
and/or 
continue 
to 
extend 
the 
credit 
contemplated 
hereunder, 
the 
Loan 
Parties 
have 
agreed 
to 
continue 
to 
secure 
all 
of 
their 
joint 
and 
several 
Obligations 
by 
granting 
to 
the 
Administrative 
Agent, for the benefit of the Lenders, 
a first priority lien on the Collateral 
(as hereinafter defined); 
and 

W
HEREAS
, it is the 
intent of the 
parties hereto that 
this Agreement not 
constitute a novation 
of the obligations 
and liabilities of 
the parties under 
the Existing Credit 
Agreement, and the 
parties 
hereto 
hereby 
agree 
that 
all 
obligations 
under 
the 
Loan 
Documents 
(as 
amended 
prior 
to 
the 
Closing Date) shall continue in full force and effect from and after the Closing Date. 
N
OW
,
T
HEREFORE
, in consideration 
of the mutual 
agreements contained herein, 
and other 
good and valuable 
consideration, the receipt 
and sufficiency 
of which are 
hereby acknowledged, 
the parties hereto hereby agree as follows: 






 

-2-
S
ECTION
 
1. 
D
EFINITIONS
;
I
NTERPRETATION
. 
Section 1.1. 
Definitions
. 
The following terms when used herein shall have the 
following 
meanings: 
“Acquired Business”
 
means the entity or assets acquired by the 
Borrower or another Loan 
Party in an Acquisition, whether before or after the date hereof. 
“Acquisition”
 
means any transaction or series of related transactions for the purpose of or 
resulting, directly 
or indirectly, 
in (a) the 
acquisition of 
all or 
substantially all 
of the 
assets of 
a 
Person, or 
of any business 
or division 
of a Person, 
(b) the acquisition 
of no less 
than 51% of 
the 
capital 
stock, 
partnership 
interests, 
membership 
interests 
or 
equity 
of 
any 
Person 
(other 
than 
a 
Person 
that 
is 
a 
Subsidiary), 
or 
otherwise 
causing 
any 
Person 
to 
become 
a 
Subsidiary, 
or 
(c) a 
merger or consolidation or any other combination with another Person (other than a Person that is 
a Subsidiary) provided that the Borrower or a Guarantor is the surviving entity. 
“Additional 
Credit 
Extension 
Amendment” 
means 
an 
amendment 
to 
this 
Agreement 
(which 
may, 
at 
the 
option 
of 
the 
Administrative 
Agent, 
be 
in 
the 
form 
of 
an 
amendment 
and 
restatement of 
this Agreement) 
providing for 
any Extended 
Revolving Credit 
Commitments and/or 
Extended 
Incremental 
Term 
Loans pursuant 
to Section 
2.16, which 
shall 
be 
consistent with 
the 
applicable 
provisions of 
this 
Agreement 
and 
otherwise 
satisfactory 
to 
the parties 
thereto. 
Each 
Additional Credit Extension Amendment shall 
be executed by the Administrative Agent, 
the L/C 
Issuer and/or 
the Swingline 
Lender (to 
the extent 
Section 2.16 
would require 
the consent 
of the 
L/C 
Issuer 
and/or 
the 
Swingline 
Lender, 
respectively 
for 
the 
amendments 
effected 
in 
such 
Additional Credit Extension Amendment), the Loan Partis and each applicable extending Lender. 

Any Additional Credit Extension Amendment may 
include conditions for delivery of opinions 
of 
counsel 
and 
other 
documentation 
consistent 
with 
the 
conditions 
in 
Section 
7.2 
all 
to 
the 
extent 
reasonably requested by the Administrative Agent 
or the Lenders party to such 
Additional Credit 
Extension Amendment. 
“Adjusted 
LIBOR”
 
means, 
for 
any 
Borrowing 
of 
Eurodollar 
Loans, 
a 
rate 
per 
annum 
determined in accordance with the following formula: 
Adjusted LIBOR 
= 
LIBOR 

 
1 - Eurodollar Reserve Percentage 
“Administrative Agent” 
means BMO Harris 
Bank N.A., in 
its capacity as 
Administrative 
Agent hereunder, and any successor in such capacity pursuant to Section 10.6. 
“Administrative 
Questionnaire” 
means 
an 
Administrative 
Questionnaire 
in 
a 
form 
supplied by the Administrative Agent.
“Affiliate” 
means, 
with 
respect 
to 
a 
specified 
Person, 
another 
Person 
that 
directly, 
or 
indirectly through 
one or 
more intermediaries, 
Controls or 
is Controlled 
by or 
is under 
common 
Control with the Person specified; 
provided that
, in any event for purposes 
of this definition, any 
Person that 
owns, directly 
or indirectly, 
5% or 
more of 
the securities 
having the 
ordinary voting 






-3-
power 
for 
the 
election 
of 
directors 
or 
governing 
body 
of 
a 
corporation 
or 
5% 
or 
more 
of 
the 
partnership or other ownership interest of 
any other Person (other than 
as a limited partner of 
such 
other Person) will be deemed to control such corporation or other Person. 

“Agreement”
 
means this 
Amended and 
Restated Credit 
Agreement, as 
the same 
may be 
amended, modified, restated or supplemented from time to time pursuant to the terms hereof. 
“Anti-Corruption Law”
 
means the 
FCPA and any law, rule 
or regulation 
of any 
jurisdiction 
concerning 
or 
relating 
to 
bribery 
or 
corruption 
that 
are 
applicable 
to 
any 
Loan 
Party 
or 
any 
Subsidiary or Affiliate. 
“Applicable 
Margin”
 
means, 
with 
respect 
to 
Loans, 
Reimbursement 
Obligations, 
L/C 
Participation Fees, 
and the 
commitment fees 
payable under 
Section 3.1(a), until 
the first 
Pricing 
Date, the rates per annum shown 
opposite Level I below, 
and thereafter from one Pricing Date 
to 
the 
next 
the 
Applicable 
Margin 
means 
the 
rates 
per 
annum 
determined 
in 
accordance 
with 
the 
following schedule: 
L
EVEL
T
OTAL 
F
UNDED 
D
EBT TO 
C
APITALIZATION 
R
ATIO FOR 
S
UCH 
P
RICING 
D
ATE
A
PPLICABLE 
M
ARGIN FOR 
B
ASE 
R
ATE 
L
OANS UNDER 
R
EVOLVING 
F
ACILITY AND 
R
EIMBURSEMENT 
O
BLIGATIONS SHALL 
BE
: 
A
PPLICABLE 
M
ARGIN FOR 
E
URODOLLAR 
L
OANS UNDER 
R
EVOLVING 
F
ACILITY AND 
L/C
P
ARTICIPATION 
F
EES SHALL BE
: 
A
PPLICABLE 
M
ARGIN FOR 
C
OMMITMENT 
F
EE 
SHALL BE
: 
I 
Less than 20.0% 
0.00% 
1.00% 
0.15% 
II 
Greater 
than 
or 
equal 20.0% 
and 
less than 30.0% 
0.25% 
1.25% 
0.20% 
III 
Greater 
than 
or 
equal 30.0% 
and 
less than 40.0% 
0.50% 
1.50% 
0.20% 
IV 
Greater 
than 
or 
equal to 40.0% 
0.75% 
1.75% 
0.25% 
For purposes hereof, 
the term 
“Pricing Date”
 
means, for 
any fiscal quarter 
of the Borrower 
ending 
on or 
after November 
27, 2021, 
the date 
on which 
the Administrative 
Agent is 
in receipt 
of the 
Borrower’s most recent financial statements (and, in the 
case of the year-end financial statements, 
audit 
report) 
for 
the 
fiscal 
quarter 
then ended, 
pursuant to 
Section 8.5. 
The 
Applicable 
Margin 
shall be established based on 
the Total 
Funded Debt to Capitalization 
Ratio for the most recently 
completed fiscal quarter and the Applicable 
Margin established on a 
Pricing Date shall remain in 
effect until the next Pricing Date. 
If the Borrower has not delivered 
its financial statements by the 
date such financial statements 
(and, in the case of 
the year-end financial 
statements, audit report) 
are required to be delivered under Section 8.5, until such financial statements and audit report are 
delivered, 
the 
Applicable 
Margin 
shall 
be 
the 
highest 
Applicable 
Margin 
(
i.e.,
 
Level IV 
shall 
apply). 
If the 
Borrower subsequently 
delivers such 
financial statements 
before the 
next Pricing 






-4-
Date, 
the 
Applicable 
Margin 
shall 
be 
determined 
on 
the 
date 
of 
delivery 
of 
such 
financial 
statements 
and 
remain 
in 
effect 
until 
the 
next 
Pricing 
Date. 
In 
all 
other 
circumstances, 
the 
Applicable Margin 
shall be in 
effect from 
the Pricing Date 
that occurs immediately 
after the end 
of 
the 
fiscal 
quarter 
covered 
by 
such 
financial 
statements 
until 
the 
next 
Pricing 
Date. 
Each 
determination of the Applicable 
Margin made by the Administrative 
Agent in accordance with 
the 
foregoing 
shall 
be 
conclusive 
and 
binding 
on 
the 
Borrower 
and 
the 
Lenders 
if 
reasonably 
determined. 

“Application”
 
is defined in Section 2.3(b). 
“Assignment 
and 
Assumption”
 
means 
an 
assignment 
and 
assumption 
entered 
into 
by 
a 
Lender 
and 
an 
Eligible 
Assignee 
(with 
the 
consent 
of 
any 
party 
whose 
consent 
is 
required 
by 
Section 13.2(b)), and accepted by 
the Administrative Agent, 
in substantially the 
form of Exhibit G 
or any other form approved by the Administrative Agent.
“Authorized Representative”
 
means those 
persons shown 
on the 
list of 
officers provided 
by the 
Borrower pursuant 
to Section 7.2 
or on 
any update 
of any 
such list 
provided by 
the Borrower 
to the Administrative Agent, or any further or different officers 
of the Borrower so named by any 
Authorized Representative of the Borrower in a written notice to the Administrative Agent. 
“Bail-In Action”
 
means the 
exercise of 
any Write-Down 
and Conversion 
Powers by 
the 
applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
“Bail-In 
Legislation”
 
means, 
with 
respect 
to 
any 
EEA 
Member 
Country 
implementing 
Article 55 
of Directive 
2014/59/EU of 
the European 
Parliament and 
of the 
Council of 
the European 
Union, the implementing 
law for such 
EEA Member Country 
from time to 
time which is 
described 
in the EU Bail-In Legislation Schedule. 
“Bank 
Products”
 
means 
each 
and 
any 
of 
the 
following 
bank 
products 
and 
services 
provided to any 
Loan Party 
by any Lender 
or any of 
its Affiliates: 
(a) credit or 
charge cards 
for 
commercial customers 
(including, without 
limitation, “commercial 
credit cards” 
and purchasing 
cards), 
(b) stored 
value 
cards, 
and 
(c) depository, 
cash 
management, 
and 
treasury 
management 
services 
(including, 
without 
limitation, 
controlled 
disbursement, 
automated 
clearinghouse 
transactions, return items, overdrafts and interstate depository network services). 
“Bank Product 
Obligations”
 
of the 
Loan Parties 
means any 
and all 
of their 
obligations, 
whether 
absolute 
or 
contingent 
and 
howsoever 
and 
whensoever 
created, 
arising, 
evidenced 
or 
acquired (including all renewals, extensions and 
modifications thereof and substitutions therefor) 
in connection with Bank Products. 
“Base Rate”
 
means, for any 
day, 
the rate per 
annum equal to 
the greatest of: 
(a) the rate 
of interest announced 
or otherwise established 
by the Administrative 
Agent from time 
to time as 
its prime commercial 
rate
as in effect 
on such day, with 
any change in 
the Base Rate 
resulting from 
a change in said prime commercial rate 
to be effective as of the date of the 
relevant change in said 
prime 
commercial 
rate 
(it 
being 
acknowledged 
and 
agreed 
that 
such 
rate 
may 
not 
be 
the 
Administrative Agent’s best or 
lowest rate), (b) the 
sum of (i) the 
Federal Funds Rate 
for such day, 






-5-
plus
 
(ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day 
plus 
1.00%. 
As used herein, the 
term 
“LIBOR Quoted Rate”
 
means, for any day, the rate per annum 
equal to the quotient of 
(i) the 
rate per 
annum (rounded 
upwards, if 
necessary, 
to the 
next higher 
one hundred-thousandth 
of a 
percentage point) 
for deposits 
in U.S. 
Dollars for 
a one-month 
interest period 
as reported 
on the 
applicable Bloomberg 
screen page 
(or such 
other commercially 
available source 
providing such 
quotations as may be designated by the Administrative Agent from 
time to time) as of 11:00 a.m. 
(London, England 
time) on 
such day 
(or, 
if such 
day is 
not a 
Business Day, 
on the 
immediately 
preceding 
Business 
Day) 
divided 
by 
(ii) one 
(1) 
minus 
the 
Eurodollar 
Reserve 
Percentage, 
provided
 
that in no event shall the “LIBOR Quoted Rate” be less than 0.00%. 
“Base Rate Loan”
 
means a Loan bearing interest at a rate specified in Section 2.4(a). 
“Beneficial Ownership 
Certification”
 
means a 
certification regarding 
beneficial ownership 
a required by the Beneficial Ownership Regulation. 
“Beneficial Ownership Regulation”
 
means 31 CFR § 1010.230. 
“Borrower”
 
is defined in the introductory paragraph of this Agreement. 
“Borrowing”
 
means 
the 
total 
of 
Loans 
of 
a 
single 
type 
advanced, 
continued 
for 
an 
additional Interest Period, or converted from 
a different type into such 
type by the Lenders under 
a 
Facility 
on 
a 
single 
date 
and, 
in 
the 
case 
of 
Eurodollar 
Loans, 
for 
a 
single 
Interest 
Period. 

Borrowings of Loans are 
made and maintained ratably 
from each of the 
Lenders under a Facility 
according to their 
Percentages of such Facility. 
A Borrowing is 
“advanced”
 
on the day Lenders 
advance 
funds 
comprising 
such 
Borrowing 
to 
the 
Borrower, 
is 
“continued”
 
on 
the 
date 
a 
new 
Interest Period 
for the 
same type 
of Loans 
commences for 
such Borrowing, 
and is 
“converted”
when such Borrowing is changed from one 
type of Loans to the other, 
all as determined pursuant 
to Section 2.6. 
Borrowings of Swingline Loans are made by the 
Swingline Lender in accordance 
with the procedures set forth in Section 2.2(b). 
“Business Day”
 
means any day (other than a Saturday or Sunday) on which banks are not 
authorized or required 
to close in 
Chicago, Illinois and, 
if the applicable 
Business Day relates 
to 
the advance 
or continuation 
of, or 
conversion into, 
or payment 
of a 
Eurodollar 
Loan, on 
which 
banks are dealing in U.S. Dollar deposits in the interbank eurodollar market in London, England. 
“Capital Expenditures”
 
means, with 
respect to 
any Person 
for any 
period, the 
aggregate 
amount of all expenditures 
(whether paid in cash 
or accrued as a 
liability) by such Person 
during 
that period for the acquisition or leasing (pursuant to 
a Capital Lease) of fixed or capital assets or 
additions 
to 
property, 
plant, 
or 
equipment 
(including 
replacements, 
capitalized 
repairs, 
and 
improvements), and for any of the foregoing are required to be capitalized on the balance sheet of 
such Person in accordance with GAAP. 

“Capital Lease
” means any lease of Property which in accordance with GAAP is required 
to be capitalized on 
the balance sheet of 
the lessee; 
provided
 
that the adoption or 
issuance of any 
accounting 
standards after 
the Closing 
Date 
will not 
cause 
any lease 
that 
was 
not 
or would 
not 
have been a Capital Lease prior to such adoption or issuance to be deemed a Capital Lease. 






 

-6-
“Capitalized Lease Obligation”
 
means, for any Person, the 
amount of the liability shown 
on the balance 
sheet of such 
Person in respect 
of a Capital 
Lease determined in 
accordance with 
GAAP. 
“Cash Collateralize”
 
means, to 
pledge and 
deposit with 
or deliver 
to the 
Administrative 
Agent, for 
the benefit of 
one or 
more of the 
L/C Issuer 
or Lenders, 
as collateral for 
L/C Obligations 
or 
obligations 
of 
Lenders 
to 
fund 
participations 
in 
respect 
of 
L/C 
Obligations, 
cash 
or 
deposit 
account balances subject 
to a first 
priority perfected security 
interest in favor 
of the Administrative 
Agent 
or, 
if 
the 
Administrative 
Agent 
and 
each 
applicable 
L/C 
Issuer 
shall 
agree 
in 
their 
sole 
discretion, 
other 
credit 
support, 
in 
each 
case 
pursuant 
to 
documentation 
in 
form 
and 
substance 
satisfactory to the Administrative Agent and each applicable L/C Issuer. 

“Cash Collateral”
 
shall 
have a meaning correlative to the foregoing and shall include the proceeds of 
such cash collateral 
and other credit support. 
“Cash 
Equivalents” 
means 
(a) 
cash 
in 
banks 
or 
on 
hand 
and 
(b) investments 
with 
a 
maturity of three (3) months or less when purchased, which are made in accordance with the Cal-
Maine Investment Guidelines as 
attached hereto as Schedule 1.1,
17
 
as the same may 
be amended 
from time to time with the consent of the Required Lenders. 
“CERCLA” 
means 
the 
Comprehensive 
Environmental 
Response, 
Compensation 
and 
Liability 
Act 
of 
1980, 
as 
amended 
by 
the 
Superfund 
Amendments 
and 
Reauthorization 
Act 
of 
1986, 42 U.S.C. 
§§
9601 
et seq.,
 
and any future amendments. 
“Change in 
Law”
 
means the 
occurrence, after 
the date 
of this 
Agreement, of 
any of 
the 
following: 
(a) the adoption or 
taking effect 
of any law, 
rule, regulation or 
treaty, 
(b) any change 
in 
any 
law, 
rule, 
regulation 
or 
treaty 
or 
in 
the 
administration, 
interpretation, 
implementation 
or 
application thereof by any Governmental Authority, 
or (c) the making or issuance of any request, 
rule, 
guideline 
or 
directive 
(whether 
or 
not 
having 
the 
force 
of 
law) 
by 
any 
Governmental 
Authority; 
provided
 
that notwithstanding 
anything herein 
to the contrary, (x) the 
Dodd-Frank Wall 
Street 
Reform 
and 
Consumer 
Protection 
Act 
and 
all 
requests, 
rules, 
regulations, 
guidelines 
or 
directives thereunder 
or issued 
in connection 
therewith 
and (y) 
all requests, 
rules, guidelines 
or 
directives promulgated 
by the 
Bank for 
International Settlements, 
the Basel 
Committee on 
Banking 
Supervision 
(or 
any 
successor 
or 
similar 
authority) 
or 
the 
United 
States 
or 
foreign 
regulatory 
authorities, in 
each case 
pursuant to 
Basel III, 
shall in 
each case 
be deemed 
to be 
a “Change 
in 
Law”, regardless of the date enacted, adopted or 
issued, or (b) any “Change of Control” (or 
words 
of 
like 
import), 
as 
defined 
in 
any 
agreement 
or 
indenture 
relating 
to 
any 
issue 
of 
Material 
Indebtedness of any Loan Party or any Subsidiary of a Loan Party, shall occur. 
“Change of Control”
 
means Fred R. Adams Jr. 
, 
his spouse, natural children, sons-in-law 
or 
grandchildren, 
or 
any 
trust, 
guardianship, 
conservatorship 
or 
custodianship 
for 
the 
primary 
benefit of 
any of 
the foregoing, 
or any 
family limited partnership, 
similar limited 
liability company 
or other entity that 100% of voting control of such entity, is held by any of the foregoing, cease at 
17
 
Note to Cal-Maine: 
Please provide most up to date version of the investment guidelines. 






-7-
any time 
and for 
any reason 
(including death 
or incapacity) 
to own, 
legally 
and beneficially, 
at 
least 50% of the votes represented by the Voting Stock of the Borrower. 
“Closing Date”
 
means the date of this Agreement or such later Business Day upon which 
each condition described in Section 7.2 shall 
be satisfied or waived in a manner 
acceptable to the 
Administrative Agent in its discretion. 
“Code”
 
means the Internal Revenue Code of 1986, as amended, and any successor statute 
thereto. 
“Collateral”
 
means all 
properties, rights, 
interests, and 
privileges from 
time to 
time subject 
to the Liens granted 
to the Administrative Agent, 
or any security trustee 
therefor, by the Collateral 
Documents. 
“Collateral Account”
 
is defined in Section 9.4. 
“Collateral Access Agreement”
 
means any landlord 
waiver, warehouse, processor or 
other 
bailee letter 
or other 
agreement, in 
form and 
substance satisfactory 
to the 
Administrative Agent, 
between the Administrative 
Agent and any 
third party (including 
any bailee, consignee, 
customs 
broker, or other similar Person) in possession of any Collateral or 
any landlord of the Borrower or 
any 
Subsidiary 
for 
any 
real 
property 
where 
any 
Collateral 
is 
located, 
as 
such 
landlord 
waiver, 
bailee 
letter 
or 
other 
agreement 
may 
be 
amended, 
restated, 
or 
otherwise 
modified 
from 
time 
to 
time. 
“Collateral Documents” 
means the Security Agreement, 
and all other mortgages, 
deeds of 
trust, 
security 
agreements, 
pledge 
agreements, 
assignments, 
financing 
statements, 
control 
agreements, 
and 
other 
documents 
as 
shall 
from 
time 
to 
time 
secure 
or 
relate 
to 
the 
Secured 
Obligations or any part thereof. 
“Commitments”
 
means the Revolving Credit Commitments. 
“
Commodity Exchange Act”
 
means the Commodity 
Exchange Act (7 
U.S.C. § 1 
et seq.), 
as amended from time to time, and any successor statute. 

“Connection 
Income 
Taxes”
 
means 
Other 
Connection 
Taxes 
that 
are 
imposed 
on 
or 
measured by 
net income 
(however denominated) 
or that 
are franchise 
Taxes or branch 
profit Taxes. 
“Control” 
means the possession, directly or indirectly, 
of the power to direct or cause the 
direction of the management 
or policies of a 
Person, whether through the 
ability to exercise voting 
power, 
by 
contract 
or 
otherwise. 

“Controlling”
 
and 
“Controlled”
 
have 
meanings 
correlative 
thereto. 
“Controlled 
Group”
 
means 
all 
members 
of 
a 
controlled 
group 
of 
corporations 
and 
all 
trades or businesses 
(whether or not 
incorporated) under common 
control which, together 
with any 
Loan Party, are treated as a single employer under Section 414 of the Code. 






-8-
“Credit Event”
 
means the advancing 
of any Loan, 
or the issuance 
of, or extension 
of the 
expiration date or increase in the amount of, any Letter of Credit. 
“Debtor Relief 
Laws”
 
means the 
Bankruptcy Code 
of the 
United States 
of America, 
and 
all 
other 
liquidation, 
conservatorship, 
bankruptcy, 
assignment 
for 
the 
benefit 
of 
creditors, 
moratorium, rearrangement, 
receivership, insolvency, reorganization, or 
similar debtor 
relief Laws 
of the United States or other applicable jurisdictions from time to time in effect. 
“Default”
 
means any 
event or 
condition which 
constitutes an 
Event of 
Default or 
any event 
or condition 
the occurrence 
of which 
would, with 
the passage 
of time 
or the 
giving of 
notice, or 
both, constitute an Event of Default. 
“Defaulting Lender”
 
means, subject 
to Section 2.13(b), 
any Lender 
that (a) has 
failed to 
(i) fund all or any portion 
of its Loans within two 
(2) Business Days of the date 
such Loans were 
required 
to 
be 
funded 
hereunder 
unless 
such 
Lender 
notifies 
the 
Administrative 
Agent 
and 
the 
Borrower in writing that such failure is the result 
of such Lender’s determination that one or more 
conditions precedent to funding 
(each of which conditions 
precedent, together with any 
applicable 
default, 
shall 
be 
specifically 
identified in 
such writing) 
has not 
been 
satisfied, 
or (ii) 
pay 
to the 
Administrative Agent, 
any L/C 
Issuer, the Swingline Lender 
or any 
other Lender any 
other amount 
required to be paid by it hereunder (including in 
respect of its participation in Letters of Credit or 
Swingline 
Loans) 
within 
two 
(2) Business 
Days 
of 
the 
date 
when 
due, 
(b) has 
notified 
the 
Borrower, the 
Administrative Agent or 
any L/C Issuer 
or the Swingline 
Lender in 
writing that it 
does not intend to comply with 
its funding obligations hereunder, 
or has made a public statement 
to that effect (unless such writing or public statement relates to 
such Lender’s obligation to fund a 
Loan 
hereunder 
and 
states 
that 
such 
position 
is 
based 
on 
such 
Lender’s 
determination 
that 
a 
condition precedent to 
funding (which condition 
precedent, together with 
any applicable default, 
shall 
be 
specifically 
identified 
in 
such 
writing 
or 
public 
statement) 
cannot 
be 
satisfied), 
(c) has 
failed, 
within 
three 
(3) Business 
Days 
after 
written 
request 
by 
the 
Administrative 
Agent 
or 
the 
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply 
with its prospective funding 
obligations hereunder (
provided
 
that such Lender shall 
cease to be a 
Defaulting 
Lender 
pursuant 
to 
this 
clause (c) 
upon 
receipt 
of 
such 
written 
confirmation 
by 
the 
Administrative Agent and 
the Borrower), or 
(d) has, or has 
a direct or 
indirect parent company 
that 
has, at 
any time 
after the 
Closing Date 
(i) become 
the subject 
of a 
proceeding under 
any Debtor 
Relief 
Law, 
(ii) had 
appointed 
for 
it 
a 
receiver, 
custodian, 
conservator, 
trustee, 
administrator, 
assignee for 
the benefit 
of creditors 
or similar 
Person charged 
with reorganization 
or liquidation 
of its business or assets, including the Federal Deposit 
Insurance Corporation or any other state or 
federal regulatory 
authority acting 
in such 
a capacity 
or (iii) become 
the subject 
of a 
Bail-in Action; 
provided
 
that 
a 
Lender 
shall 
not 
be 
a 
Defaulting 
Lender 
solely 
by 
virtue 
of 
the 
ownership 
or 
acquisition of 
any equity interest 
in that Lender 
or any direct 
or indirect parent 
company thereof 
by a Governmental Authority so 
long as such ownership 
interest does not result in 
or provide such 
Lender 
with 
immunity 
from 
the 
jurisdiction 
of 
courts 
within 
the 
United 
States 
or 
from 
the 
enforcement 
of 
judgments 
or 
writs 
of 
attachment 
on 
its 
assets 
or 
permit 
such 
Lender 
(or 
such 
Governmental Authority) 
to reject, 
repudiate, disavow 
or disaffirm 
any contracts 
or agreements 
made 
with 
such 
Lender. 
Any 
determination 
by 
the 
Administrative 
Agent 
that 
a 
Lender 
is 
a 
Defaulting 
Lender 
under 
clauses (a) 
through 
(d) 
above 
shall 
be 
conclusive 
and 
binding 
absent 
manifest 
error, 
and 
such 
Lender 
shall 
be 
deemed 
to 
be 
a 
Defaulting 
Lender 
(subject 
to 






-9-
Section 2.13(b)) upon 
delivery of 
written notice 
of such 
determination to 
the Borrower, 
the L/C 
Issuer, the Swingline Lender and each Lender. 
“Designated Disbursement Account”
 
means the account of the Borrower maintained with 
the Administrative Agent or its Affiliate and designated in writing to the Administrative Agent as 
the Borrower’s Designated Disbursement Account (or such other 
account as the Borrower and the 
Administrative Agent may otherwise agree). 
“Disposition”
 
means 
the 
sale, 
lease, 
conveyance 
or 
other 
disposition 
of 
Property, 
other 
than (a) the sale or lease of inventory in the ordinary course of business, and (b) the sale, transfer, 
lease or other disposition of Property of a 
Loan Party to another Loan Party in the 
ordinary course 
of its business. 

“Domestic Subsidiary”
 
means a Subsidiary that is not a Foreign Subsidiary.
“EEA Financial 
Institution”
 
means (a) any 
credit institution 
or investment 
firm established 
in any EEA Member Country 
which is subject to 
the supervision of an 
EEA Resolution Authority, 
(b) any entity established in 
an EEA Member Country 
which is a parent 
of an institution described 
in 
clause 
(a) 
of 
this 
definition, 
or 
(c) any 
financial 
institution 
established 
in 
an 
EEA 
Member 
Country which is a subsidiary of an 
institution described in clauses (a) or 
(b) of this definition and 
is subject to consolidated supervision with its parent. 
“EEA Member Country”
 
means any of the member states of 
the European Union, Iceland, 
Liechtenstein, and Norway. 
“EEA 
Resolution 
Authority”
 
means 
any 
public 
administrative 
authority 
or 
any 
person 
entrusted 
with 
public 
administrative 
authority 
of 
any 
EEA 
Member 
Country 
(including 
any 
delegee) having responsibility for the resolution of any EEA Financial Institution. 
“Eligible Assignee” 
means any Person 
that meets the 
requirements to be 
an assignee under 
Section 13.2(b)(iii), 
(v) 
and 
(vi) 
(subject 
to 
such 
consents, 
if 
any, 
as 
may 
be 
required 
under 
Section 13.2(b)(iii)).
“Eligible Line 
of Business”
 
means any 
business engaged 
in as 
of the 
date of 
this Agreement 
by 
the 
Borrower or 
any other 
Loan Party 
or any 
business 
reasonably 
related 
thereto, 
including, 
without limitation, spent 
foul business, further 
processing, fertilizer or 
nutrient manufacturing or 
cooperative 
purchasing 
or 
similar 
businesses 
related 
to 
Borrower’s 
commercial 
egg 
production 
business. 
“Environmental 
Claim” 
means 
any 
investigation, 
notice, 
violation, 
demand, 
allegation, 
action, suit, 
injunction, judgment, 
order, 
consent decree, 
penalty, 
fine, lien, 
proceeding or 
claim 
(whether administrative, judicial 
or private in 
nature), but not 
including internal reports 
prepared 
by 
or 
on 
behalf 
of 
Borrower 
in 
the 
ordinary 
course 
of 
business, 
arising 
(a) pursuant 
to, 
or 
in 
connection with an actual or alleged violation of, any Environmental 
Law, (b) in 
connection with 
any Hazardous 
Material, (c) from 
any abatement, 
removal, remedial, 
investigative, corrective 
or 
response 
action 
in 
connection 
with 
a 
Hazardous 
Material, 
Environmental 
Law 
or 
order 
of 
a 






-10-
governmental authority or (d) from any actual or alleged damage, injury, threat or harm to 
health, 
safety, natural resources or the environment. 
“Environmental Law”
 
means any current 
or future 
Legal Requirement pertaining 
to (a) the 
protection 
of 
health, 
safety 
and 
the 
indoor 
or 
outdoor 
environment, 
(b) the 
conservation, 
management, protection 
or use 
of natural 
resources and 
wildlife, (c) the 
protection or 
use of 
surface 
water 
or groundwater, 
(d) the 
management, 
manufacture, possession, 
presence, use, 
generation, 
transportation, 
treatment, 
storage, 
disposal, 
Release, 
threatened 
Release, 
abatement, 
removal, 
investigation, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution 
(including 
any 
Release 
to 
air, 
land, 
surface 
water 
or 
groundwater), 
and 
any 
amendment, 
rule, 
regulation, order or directive issued thereunder. 
“Environmental 
Liability”
 
means 
any 
liability, 
contingent 
or 
otherwise 
(including 
any 
liability for damages, costs of environmental remediation, fines, costs of compliance, penalties or 
indemnities), of any Loan 
Party or any Subsidiary 
of a Loan Party 
directly or indirectly resulting 
from 
or 
based 
upon 
(a) any 
actual 
or 
alleged 
violation 
of 
any 
Environmental 
Law, 
(b) 
the 
generation, 
use, 
handling, 
transportation, 
storage, 
treatment 
or 
disposal 
of 
any 
Hazardous 
Materials, (c) exposure 
to any Hazardous Materials, 
(d) the Release or threatened 
Release of any 
Hazardous 
Materials 
into 
the 
environment 
or 
(e) 
any 
contract, 
agreement 
or 
other 
legally 
enforceable 
consensual 
arrangement 
pursuant 
to 
which 
liability 
is 
assumed 
or 
imposed 
with 
respect to any of the foregoing. 
“ERISA”
 
means the 
Employee Retirement 
Income Security 
Act of 
1974, as 
amended, or 
any successor statute thereto. 
“EU Bail-In Legislation Schedule”
 
means the EU Bail-In Legislation Schedule published 
by the Loan Market Association (or any successor Person), as in effect from time to time. 
“Eurodollar Loan”
 
means a Loan bearing interest at the rate specified in Section 2.4(b). 
“Eurodollar Reserve 
Percentage”
 
means the 
maximum reserve 
percentage, expressed 
as 
a decimal, at which reserves 
(including, without limitation, any emergency, marginal, special, and 
supplemental reserves) are imposed by the Board of Governors 
of the Federal Reserve System (or 
any 
successor) 
on 
“eurocurrency 
liabilities”
, 
as 
defined 
in 
such 
Board’s 
Regulation D 
(or 
any 
successor thereto), 
subject to 
any amendments 
of such 
reserve requirement 
by such 
Board or 
its 
successor, taking into 
account any 
transitional adjustments 
thereto. 
For purposes 
of this 
definition, 
the relevant 
Loans shall 
be deemed 
to be 
“eurocurrency 
liabilities”
 
as defined 
in Regulation D 
without 
benefit 
or 
credit 
for 
any 
prorations, 
exemptions 
or 
offsets 
under 
Regulation D.
The 
Eurodollar Reserve 
Percentage shall 
be adjusted 
automatically on 
and as 
of the 
effective date 
of 
any change in any such reserve percentage. 
“Event of Default”
 
means any event or condition identified as such in Section 9.1. 
“Event of 
Loss”
 
means, with respect 
to any 
Property, 
any of 
the following: 
(a) any loss, 
destruction or damage of 
such Property or (b) any 
condemnation, seizure, or taking, 
by exercise of 






-11-
the power of 
eminent domain or 
otherwise, of such 
Property, 
or confiscation of 
such Property or 
the requisition of the use of such Property. 

“Exchange Act”
 
means the United States Securities and Exchange Act of 1934. 
“Excluded 
Deposit 
Account” 
means 
a 
deposit 
account 
the 
balance 
of 
which 
consists 
exclusively of (and 
is identified when 
established as an 
account established solely 
for the purposes 
of) 
(a) withheld 
income 
Taxes 
and 
federal, 
state, 
local 
or 
foreign 
employment 
Taxes 
in 
such 
amounts 
as 
are 
required 
in 
the 
reasonable 
judgment 
of 
a 
Loan 
Party 
to 
be 
paid 
to 
the 
Internal 
Revenue Service or 
any other U.S., 
federal, state or 
local or foreign 
government agencies within 
the 
following 
month 
with 
respect 
to 
employees 
of 
such 
Loan 
Party, 
(b) amounts 
required 
to 
be 
paid over to an 
employee benefit plan pursuant 
to DOL Reg. Sec. 2510.3-102 
on behalf of or 
for 
the 
benefit 
of 
employees 
of 
any 
Loan 
Party, 
(c) amounts 
which 
are 
required 
to 
be 
pledged 
or 
otherwise 
provided 
as 
security 
pursuant 
to 
any 
requirement 
of 
any 
Governmental 
Authority 
or 
foreign pension requirement, 
(d) amounts to be 
used to fund 
payroll obligations (including, 
but not 
limited to, 
any ZBA 
for payroll 
and amounts 
payable to 
any employment 
contracts between 
any 
Loan 
Party 
and 
their 
respective 
employees), 
(e) 
Texas 
Egg 
Products, 
LLC 
and 
South 
Texas 
Applicators, 
Inc. 
deposit 
accounts, 
and 
(f) other 
deposit 
accounts 
maintained 
in 
the 
ordinary 
course 
of 
business 
containing 
cash 
amounts 
that 
do 
not 
exceed 
at 
any 
time 
$2,000,000 
in 
the 
aggregate for all such 
accounts under this clause (f), 
unless requested by the 
Administrative Agent 
after the occurrence and during the continuation of an Event of Default.
“
Excluded Equity Issuances
” means (a) the issuance by 
any Subsidiary of equity securities 
to 
the 
Borrower 
or 
any 
Guarantor, 
as 
applicable, 
(b) the 
issuance 
of 
equity 
securities 
by 
the 
Borrower 
to any 
Person 
that 
is 
an 
equity 
holder 
of 
the 
Borrower 
prior 
to such 
issuance, 
(c) the 
issuance of equity securities of the Borrower to directors, officers and employees of the Borrower 
and its 
Subsidiaries pursuant 
to employee 
stock option 
plans (or 
other employee 
incentive plans 
or other compensation arrangements) approved by the Borrower’s Board of Directors, and (d) the 
issuance of equity 
securities of the 
Borrower in order 
to finance the 
purchase consideration (or 
a 
portion thereof) in connection with a Permitted Acquisition or Capital Expenditures. 
“Excluded Property” 
means (a) any intent-to-use trademark application prior to the filing 
of 
a 
“Statement 
of 
Use” 
or 
“Amendment 
to 
Allege 
Use” 
with 
the 
United 
States 
Patent 
and 
Trademark Office 
with respect thereto, 
to the extent, 
if any, 
that, and solely 
during the period, 
if 
any, in which, the grant of a security interest therein would 
impair the validity or enforceability of 
such intent-to-use 
trademark application 
under applicable 
federal law; 
(b) any 
permit 
or license 
issued to any 
Loan Party as 
the permit holder 
or licensee thereof 
or any lease 
to which any 
Loan 
Party is lessee thereof, in each case only to the extent and for so 
long as the terms of such permit, 
license, or lease effectively 
(after giving effect to 
Sections 9-406 through 9-409, inclusive, 
of the 
Uniform Commercial 
Code in 
the applicable 
state (or 
any successor 
provision or 
provisions) or 
any other 
applicable law) 
prohibit the 
creation by 
such Loan 
Party of 
a security 
interest in 
such 
permit, 
license, 
or 
lease 
in 
favor 
of 
the 
Administrative 
Agent 
or 
would 
result 
in 
an 
effective 
invalidation, termination or 
breach of the 
terms of any 
such permit, license 
or lease (after 
giving 
effect 
to 
Sections 
9-406 
through 
9-409, 
inclusive, 
of 
the 
Uniform 
Commercial 
Code 
in 
the 
applicable state 
(or any 
successor provision 
or provisions) 
or any 
other applicable 
law), in 
each 
case unless and until any required consents 
are obtained, 
provided
 
that the Excluded Property will 






-12-
not include, and the Collateral 
shall include and the security 
interest granted in the Collateral 
shall 
attach 
to, 
(x) all 
proceeds, 
substitutions 
or 
replacements 
of any 
such 
excluded 
items 
referred 
to 
herein 
unless 
such 
proceeds, 
substitutions 
or 
replacements 
would 
constitute 
excluded 
items 
hereunder, (y) all rights to payment due or to become due under any such excluded items referred 
to herein, and (z) if and when 
the prohibition which prevents the granting 
of a security interest in 
any such Property is 
removed, terminated, or otherwise 
becomes unenforceable as 
a matter of 
law, 
the Administrative Agent will be 
deemed to have, and at 
all times to have had, 
a security interest 
in such property, 
and the Collateral 
will be deemed 
to include, and 
at all times 
to have included, 
such Property without further action or 
notice by any Person; and (c) Excluded 
Deposit Accounts. 

“
Excluded Swap Obligation
” means, with respect 
to any Guarantor, 
any Swap Obligation 
if, and 
to the 
extent that, 
all or 
a portion 
of the 
Guarantee of 
such Guarantor 
of, or 
the grant 
by 
such Guarantor of 
a security interest 
to secure, such 
Swap Obligation (or 
any Guarantee thereof) 
is or 
becomes illegal 
under the 
Commodity Exchange 
Act or 
any rule, 
regulation or 
order of 
the 
Commodity 
Futures 
Trading 
Commission 
(or 
the 
application 
or 
official 
interpretation 
of 
any 
thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract 
participant” as defined in 
the Commodity Exchange Act 
and the regulations thereunder 
at the time 
the 
Guarantee 
of 
such 
Guarantor 
or 
the 
grant 
of 
such 
security 
interest 
becomes 
effective 
with 
respect to 
such related 
Swap Obligation. 
If a 
Swap Obligation 
arises under 
a master 
agreement 
governing 
more 
than 
one 
swap, 
such 
exclusion 
shall 
apply 
only 
to 
the 
portion 
of 
such 
Swap 
Obligation that is 
attributable to swaps 
for which such 
Guarantee or security 
interest is or 
becomes 
illegal. 
“Excluded 
Taxes”
 
means 
any 
of 
the 
following 
Taxes 
imposed 
on 
or 
with 
respect 
to 
a 
Recipient or 
required to 
be withheld 
or deducted 
from a 
payment to 
a Recipient, 
(a) Taxes imposed 
on or measured by 
net income (however denominated), 
franchise Taxes, and branch profits Taxes, 
in each case, 
(i) imposed as a 
result of such 
Recipient being organized 
under the laws 
of, or having 
its 
principal 
office 
or, 
in 
the 
case 
of 
any 
Lender, 
its 
applicable 
lending 
office 
located 
in, 
the 
jurisdiction 
imposing 
such 
Tax 
(or 
any 
political 
subdivision 
thereof) 
or 
(ii) that 
are 
Other 
Connection Taxes, (b) in 
the case 
of a 
Lender, U.S. federal 
withholding Taxes imposed 
on amounts 
payable to 
or for 
the account 
of such 
Lender with 
respect to 
an applicable 
interest in 
a Loan 
or 
Commitment pursuant 
to a 
law in 
effect on the 
date on 
which (i) such 
Lender acquires 
such interest 
in the Loan or Commitment (other than pursuant to an assignment request by the 
Borrower under 
Section 2.12) or (ii) such Lender changes its lending office, except in each case to 
the extent that, 
pursuant to Section 4.1 amounts 
with respect to such Taxes 
were payable either to 
such Lender’s 
assignor immediately 
before such 
Lender became 
a party 
hereto or 
to such 
Lender immediately 
before it 
changed its 
lending office, 
(c) Taxes 
attributable to 
such Recipient’s 
failure to 
comply 
with Section 4.1(g), and (d) any U.S. federal withholding Taxes imposed under FATCA 
. 
“Existing 
Credit 
Agreement” 
has 
the 
meaning 
specified 
in 
the 
Preliminary 
Statements 
hereto. 
“Extended Revolving Credit Commitment” 
means any Revolving Credit Commitment the 
maturity of which has been extended pursuant to Section 2.16. 






-13-
“
Extended Revolving Loans
” means any Revolving Loans 
made pursuant to the Extended 
Revolving Credit Commitments. 
“
Extended Incremental 
Term 
Loans
” means any 
Incremental Term 
Loans the maturity 
of 
which shall have been extended pursuant to Section 2.16. 
“
Extension
” has the meaning specified in Section 2.16(a). 
“
Extension Offer
” has the meaning specified in Section 2.16(a). 
“Facility”
 
means any of the Revolving Facility or the Incremental Term Facility. 
“FATCA”
 
means Sections 1471 
through 1474 
of the 
Code, as 
of the 
date of 
this Agreement 
(or any 
amended or 
successor version 
that is 
substantively comparable 
and not 
materially more 
onerous to comply 
with), any current 
or future regulations 
or official 
interpretations thereof, and 
any agreements entered into pursuant to Section 1471(b)(1) of the Code. 
“FCPA”
 
means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et seq. 
“Federal 
Funds 
Rate”
 
means, 
for 
any 
day, 
the 
rate 
per 
annum 
equal 
to 
the 
weighted 
average of the rates on overnight federal funds transactions with 
members of the Federal Reserve 
System, 
as 
published 
by 
the 
Federal 
Reserve 
Bank 
of 
New 
York 
on 
the 
Business 
Day 
next 
succeeding such day; 
provided
 
that (a) if such day is 
not a Business Day, 
the Federal Funds Rate 
for 
such 
day 
shall 
be 
such 
rate 
on 
such 
transactions 
on 
the 
next 
preceding 
Business 
Day 
as 
so 
published on 
the next 
succeeding Business 
Day, 
and (b) if 
no such 
rate is 
so published 
on such 
next 
succeeding 
Business 
Day, 
the 
Federal 
Funds 
Rate 
for 
such 
day 
shall 
be 
the 
average 
rate 
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative 
Agent on such day on such transactions as determined 
by the Administrative Agent; 
provided
 
that 
in no event shall the Federal Funds Rate be less than 0.00%. 
“Financial Officer”
 
of any Person means 
the chief financial officer, 
principal accounting 
officer, treasurer or controller of such Person. 

“Foreign Lender” 
means a Lender that is not a U.S. Person. 
“Foreign 
Subsidiary”
 
means 
each 
Subsidiary 
that 
(a) is 
organized 
under 
the 
laws 
of 
a 
jurisdiction other 
than the 
United States 
of America 
or any 
state thereof 
or the 
District of 
Columbia, 
(b) conducts substantially all 
of its 
business outside of 
the United 
States of America, 
and (c) has 
substantially all of its assets outside of the United States of America. 

“Fronting Exposure”
 
means, at any time 
there is a Defaulting 
Lender, (a) 
with respect to 
any L/C Issuer, such Defaulting Lender’s 
Revolver Percentage of the 
outstanding L/C Obligations 
with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which 
such Defaulting 
Lender’s participation 
obligation has 
been reallocated 
to other 
Lenders or 
Cash 
Collateralized in accordance with the terms 
hereof, and (b) with respect to 
the Swingline Lender, 
such 
Defaulting 
Lender’s 
Revolver 
Percentage 
of 
outstanding 
Swingline 
Loans 
made 
by 
the 






-14-
Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation 
obligation has been reallocated to other Lenders. 
“Fund” 
means 
any 
Person 
(other 
than 
a 
natural 
person) 
that 
is 
(or 
will 
be) 
engaged 
in 
making, purchasing, holding or otherwise 
investing in commercial loans and 
similar extensions of 
credit in the ordinary course of its business.
“GAAP”
 
means generally accepted accounting 
principles set forth from 
time to time in 
the 
opinions and 
pronouncements of 
the Accounting 
Principles Board 
and the 
American Institute 
of 
Certified 
Public 
Accountants 
and 
statements 
and 
pronouncements 
of 
the 
Financial 
Accounting 
Standards Board (or 
agencies with similar 
functions of comparable 
stature and authority 
within the 
U.S. 
accounting 
profession), 
which 
are 
applicable 
to 
the 
circumstances 
as 
of 
the 
date 
of 
determination. 
“Governmental Authority”
 
means the government of the United States of 
America or any 
other 
nation, 
or 
of 
any 
political 
subdivision 
thereof, 
whether 
state 
or 
local, 
and 
any 
agency, 
authority, instrumentality, regulatory body, court, central 
bank or 
other entity 
exercising executive, 
legislative, 
judicial, 
taxing, regulatory 
or 
administrative 
powers or 
functions of 
or 
pertaining 
to 
government 
(including 
any 
supra-national 
bodies 
such 
as 
the 
European 
Union 
or 
the 
European 
Central Bank). 
“Guarantee”
 
of or by 
any Person (the 
“guarantor”
) means any 
obligation, contingent or 
otherwise, 
of 
the 
guarantor 
guaranteeing 
or 
having 
the 
economic 
effect 
of 
guaranteeing 
any 
Indebtedness 
or 
other 
obligation 
of 
any 
other 
Person 
(the 
“primary 
obligor”
) 
in 
any 
manner, 
whether 
directly 
or 
indirectly, 
and 
including 
any 
obligation 
of 
the 
guarantor, 
direct 
or 
indirect, 
(a) to 
purchase 
or 
pay 
(or 
advance 
or 
supply 
funds 
for 
the 
purchase 
or 
payment 
of) 
such 
Indebtedness or other obligation 
or to purchase (or 
to advance or supply 
funds for the purchase 
of) 
any security 
for the 
payment thereof, 
(b) to purchase 
or lease 
property, 
securities or 
services for 
the purpose of 
assuring the owner 
of such Indebtedness 
or other obligation 
of the payment thereof, 
(c) to 
maintain 
working 
capital, 
equity 
capital 
or 
any 
other 
financial 
statement 
condition 
or 
liquidity of 
the primary 
obligor so 
as to 
enable the 
primary obligor 
to pay 
such Indebtedness 
or 
other obligation 
or (d) 
as an 
account party 
in respect 
of any 
letter of 
credit or 
letter of 
guaranty 
issued 
to 
support 
such 
Indebtedness 
or 
obligation; 
provided
 
that 
the 
term 
Guarantee 
shall 
not 
include endorsements for collection or deposit in the ordinary course of business. 
“Guaranty Agreements”
 
means and 
includes the 
Guarantee of 
the Loan 
Parties provided 
for in Section 11, and 
any other guaranty agreement executed and delivered 
in order to guarantee 
the Secured Obligations 
or any part 
thereof in form 
and substance acceptable 
to the Administrative 
Agent. 
“Guarantors”
 
means 
and 
includes 
each 
Wholly-owned 
Subsidiary 
that 
is 
a 
Domestic 
Subsidiary of 
the Borrower, and 
Borrower, in its 
capacity as 
a guarantor 
of the 
Secured Obligations 
of another Loan Party. 

“Hazardous 
Material” 
means 
any 
substance, 
chemical, 
compound, 
product, 
solid, 
gas, 
liquid, 
waste, 
byproduct, 
pollutant, 
contaminant 
or 
material 
which 
is 
hazardous, 
toxic, 
or 
a 






-15-
pollutant 
and 
regulated 
pursuant 
to 
any 
Environmental 
Law 
and 
includes, 
without 
limitation, 
(a) asbestos, polychlorinated biphenyls and 
petroleum (including crude oil 
or any fraction thereof) 
and (b) any 
material classified 
or regulated as 
“hazardous,” “toxic,” 
or a “pollutant” 
or words 
of 
like import pursuant to an Environmental Law. 
For the purposes of this Agreement, however, the 
Parties 
acknowledge 
and 
agree 
that 
Borrower 
is 
in 
the 
live 
animal 
agriculture 
business 
and 
routinely generates, stores, handles, transports, composts, disposes of, 
applies and/or sells manure 
for 
beneficial 
reuse 
(fertilizer) 
in 
the 
ordinary 
course 
of 
business, 
that 
manure 
naturally 
breaks 
down and releases 
ammonia, phosphorus and 
other substances and 
such manure and 
its constituent 
parts shall not be “Hazardous Material” hereunder. 
“Hazardous 
Material 
Activity”
 
means 
any 
activity, 
event 
or 
occurrence 
involving 
a 
Hazardous 
Material, 
including, 
without 
limitation, 
the 
manufacture, 
possession, 
presence, 
use, 
generation, 
transportation, 
treatment, 
storage, 
disposal, 
Release, 
threatened 
Release, 
abatement, 
removal, remediation, handling of or corrective or response action to any Hazardous Material. 
“Hedging Agreement”
 
means any agreement with respect to 
any swap, forward, future or 
derivative transaction or 
option or similar 
agreement involving, or 
settled by reference 
to, one or 
more 
rates, 
currencies, 
commodities, 
equity 
or 
debt 
instruments 
or 
securities, 
or 
economic, 
financial 
or 
pricing 
indices 
or 
measures 
of 
economic, 
financial 
or 
pricing 
risk 
or 
value 
or 
any 
similar transaction 
or any 
combination of 
these transactions; 
provided
 
that no 
phantom stock 
or 
similar 
plan providing 
for 
payments 
only 
on 
account 
of 
services 
provided 
by 
current 
or 
former 
directors, 
officers, 
employees 
or 
consultants 
of 
any 
Loan 
Party 
or 
its 
Subsidiaries 
shall 
be 
a 
Hedging Agreement. 
“Hedging Liability”
 
means the 
liability of 
any Loan 
Party
to any 
of the 
Lenders, or 
any 
Affiliates 
of such 
Lenders 
in 
respect 
of 
any 
Hedging 
Agreement 
as 
such 
Loan 
Party 
may 
from 
time 
to 
time 
enter 
into 
with 
any 
one 
or 
more 
of 
the 
Lenders 
party 
to 
this 
Agreement 
or 
their 
Affiliates, 
whether 
absolute 
or 
contingent 
and 
howsoever 
and 
whensoever 
created, 
arising, 
evidenced 
or 
acquired 
(including 
all 
renewals, 
extensions 
and 
modifications 
thereof 
and 
substitutions therefor); 
provided, however,
 
that, with respect to any 
Guarantor, Hedging Liability 
Guaranteed by such Guarantor shall exclude all Excluded Swap Obligations. 

“Hostile Acquisition”
 
means the acquisition of 
the capital stock or 
other equity interests of 
a Person through a tender offer 
or similar solicitation of the owners 
of such capital stock or other 
equity interests 
which has 
not been 
approved (prior 
to such 
acquisition) by 
resolutions of 
the Board 
of Directors of such Person or by similar action if such Person is not a corporation, or as to which 
such approval has been withdrawn. 
“Increase”
 
is defined in Section 2.15.
“Increase Date”
 
is defined in Section 2.15.
“Incremental Amendment”
 
is defined in Section 2.15.
“Incremental Term 
Facility”
 
means the credit facility for Incremental Term Loans. 






-16-
“Incremental Term 
Loans”
 
is defined in Section 2.15.
“Incremental Term Loan Percentage” 
means, for 
each Lender, the 
percentage held 
by such 
Lender of the aggregate principal amount of all Incremental Term Loans outstanding, if any. 
“Indebtedness”
 
means for 
any Person 
(without duplication) 
(a) all indebtedness 
created, 
assumed or 
incurred in 
any manner 
by such 
Person representing 
money borrowed 
(including by 
the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or 
services 
(other 
than 
trade 
accounts 
payable 
arising 
in 
the 
ordinary 
course 
of 
business), 
(c) all 
indebtedness secured by 
any Lien upon 
Property of such 
Person, whether or 
not such Person 
has 
assumed 
or 
become 
liable 
for 
the 
payment 
of 
such 
indebtedness, 
(d) all 
Capitalized 
Lease 
Obligations of such 
Person, (e) all obligations 
of such Person 
on or with 
respect to letters 
of credit, 
bankers’ acceptances and other extensions of credit to the 
extent any of the foregoing are not cash 
collateralized, 
whether or not representing obligations for borrowed 
money, (f) all 
obligations of 
such Person to purchase, redeem, retire, defease or otherwise make any payment in 
respect of any 
equity interest in 
such Person or 
any other Person 
or any warrant, 
right or option 
to acquire such 
equity interest, valued, in 
the case of a 
redeemable preferred interest, at 
the greater of its 
voluntary 
or 
involuntary 
liquidation 
preference 
plus 
accrued 
and 
unpaid 
dividends, 
(g) all 
net 
obligations 
(determined 
as 
of 
any 
time 
based 
on 
the 
termination 
value 
thereof) 
of 
such 
Person 
under 
any 
interest 
rate, 
foreign 
currency, 
and/or 
commodity 
swap, 
exchange, 
cap, 
collar, 
floor, 
forward, 
future 
or 
option 
agreement, 
or 
any 
other 
similar 
interest 
rate, 
currency 
or 
commodity 
hedging 
arrangement; 
and 
(h) all 
Guarantees 
of 
such 
Person 
in 
respect 
of 
any 
of 
the 
foregoing. 
For 
all 
purposes hereof, the Indebtedness of any Person shall include the Indebtedness 
of any partnership 
or joint venture (other than a joint venture that is itself a corporation or limited liability company) 
in which such Person 
is a general partner 
or a joint venturer, unless such 
Indebtedness is expressly 
made non-recourse to such Person. 
“Indemnified Taxes”
 
means (a) all Taxes 
other than Excluded Taxes, 
imposed on or with 
respect to any 
payment made by 
or on account 
of any obligation 
of any Loan 
Party under any 
Loan 
Document and (b) to the extent not otherwise described in (a), Other Taxes. 
“Interest 
Payment Date”
 
means (a) with 
respect to 
any Eurodollar 
Loan, the 
last day 
of 
each 
Interest 
Period 
with 
respect 
to 
such 
Eurodollar 
Loan 
and 
on 
the 
maturity 
date 
and, 
if 
the 
applicable 
Interest 
Period 
is 
longer 
than 
three (3) 
three 
months, 
on 
each 
day 
occurring 
every 
three (3) 
months 
after 
the 
commencement 
of 
such 
Interest 
Period, 
(b) with 
respect 
to 
any 
Base 
Rate Loan (other than 
Swingline Loans), the 
last day of 
every calendar quarter 
and on the 
maturity 
date, and (c) as to 
any Swingline Loan, (i) bearing 
interest by reference to 
the Base Rate, the 
last 
day of every calendar month, and on the maturity date and (ii) bearing interest by reference to the 
Swingline Lender’s Quoted Rate, the 
last day of the 
Interest Period with respect 
to such Swingline 
Loan, and on the maturity date. 
“Interest 
Period”
 
means the 
period commencing 
on the 
date a 
Borrowing of 
Eurodollar 
Loans or Swingline Loans 
(bearing interest at 
the Swingline Lender’s 
Quoted Rate) is advanced, 
continued, 
or 
created 
by 
conversion 
and 
ending 
(a) in 
the 
case 
of 
Eurodollar 
Loans, 
one (1), 
two (2), three (3), six (6) or twelve 
(12) months thereafter and (b) in 
the case of Swingline Loans 
bearing interest 
at the 
Swingline Lender’s 
Quoted Rate, 
on the 
date one 
(1) to 
five (5) 
Business 






-17-
Days thereafter as 
mutually agreed by 
the Borrower and 
the Swingline Lender, 
provided, however, 
that: 
 
(i) 
no Interest Period 
shall extend 
beyond the final 
maturity date 
of the relevant 
Loans; 

 
(ii) 
whenever the last day of any 
Interest Period would otherwise be a 
day that 
is not 
a Business 
Day, 
the last 
day of 
such Interest 
Period shall 
be extended 
to the 
next 
succeeding Business Day, 
provided 
that, if such 
extension would cause 
the last day 
of an 
Interest 
Period 
for 
a 
Borrowing 
of 
Eurodollar 
Loans 
to 
occur 
in 
the 
following 
calendar 
month, 
the last 
day of 
such Interest 
Period 
shall be 
the immediately 
preceding 
Business 
Day; and 

 
(iii) 
for 
purposes 
of 
determining 
an 
Interest 
Period 
for 
a 
Borrowing 
of 
Eurodollar 
Loans, a 
month 
means 
a period 
starting on 
one 
day in 
a calendar 
month and 
ending 
on 
the 
numerically 
corresponding 
day 
in 
the 
next 
calendar 
month; 
provided, 
however,
 
that if there is 
no numerically corresponding day 
in the month in 
which such an 
Interest Period is to 
end or if such 
an Interest Period begins 
on the last Business 
Day of a 
calendar month, 
then such 
Interest Period 
shall end 
on the 
last Business 
Day of 
the calendar 
month in which such Interest Period is to end. 
“IRS” 
means the United States Internal Revenue Service. 
“L/C Issuer”
 
means 
BMO 
Harris 
Bank 
N.A., 
in 
its 
capacity 
as 
the 
issuer 
of 
Letters 
of 
Credit 
hereunder, 
in 
each 
case 
together 
with 
its 
successors 
in 
such 
capacity 
as 
provided 
in 
Section 2.3(h). 
“L/C Obligations”
 
means the aggregate 
undrawn face amounts 
of all outstanding 
Letters 
of Credit and all unpaid Reimbursement Obligations.
“L/C Participation Fee”
 
is defined in Section 3.1(b). 
“L/C Sublimit”
 
means $15,000,000, 
as reduced 
or otherwise 
amended pursuant 
to the 
terms 
hereof. 
“Legal 
Requirement”
 
means 
any 
treaty, 
convention, 
statute, 
law, 
common 
law, 
rule, 
regulation, 
ordinance, 
license, 
permit, 
governmental 
approval, 
injunction, 
judgment, 
order, 
consent decree 
or other 
requirement of 
any governmental 
authority, whether federal, state, 
or local. 
“Lenders”
 
means 
and 
includes 
BMO 
Harris 
Bank 
N.A.
and 
the 
other 
Persons 
listed 
on 
Schedule 
2.1/2.2 
and 
any 
other 
Person 
that 
shall 
have 
become 
party 
hereto 
pursuant 
to 
an 
Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant 
to 
an 
Assignment and 
Assumption. 
Unless the 
context 
requires otherwise, 
the 
term 
“Lenders”
includes the Swingline Lender. 
“Lending Office”
 
is defined in Section 4.7.






-18-
“Letter of Credit”
 
is defined in Section 2.3(a). 
“LIBOR”
 
means, 
for 
an 
Interest 
Period 
for 
a 
Borrowing 
of 
Eurodollar 
Loans, 
(a) the 
LIBOR Index Rate 
for such Interest 
Period, if such 
rate is available, 
and (b) if the 
LIBOR Index 
Rate 
cannot 
be 
determined, 
the 
arithmetic 
average 
of 
the 
rates 
of 
interest 
per 
annum 
(rounded 
upwards, if 
necessary, to the nearest 
1/100 of 
1%) at 
which deposits 
in U.S. 
Dollars in 
immediately 
available funds are offered to the 
Administrative Agent at 11:00 a.m. (London, England time) 
two 
(2) Business Days before 
the beginning of 
such Interest Period 
by three (3) 
or more major 
banks 
in the interbank 
euro dollar market 
selected by the Administrative 
Agent for delivery 
on the first 
day of and for a period equal to such Interest Period 
and in an amount equal or comparable to the 
principal amount 
of the 
Eurodollar Loan 
scheduled to 
be made 
as part 
of such 
Borrowing, provided 
that in no event shall “LIBOR” be less than 0.00%. 
“LIBOR Index Rate”
 
means, for any 
Interest Period, the 
rate per annum 
(rounded upwards, 
if necessary, to the next higher one hundred-thousandth of a percentage point) 
for deposits in U.S. 
Dollars for a period equal to such Interest Period, as reported on the applicable Bloomberg screen 
page (or 
such other 
commercially available 
source providing 
such quotations 
as may 
be designated 
by the 
Administrative Agent 
from time 
to time)
as of 
11:00 a.m. 
(London, England 
time) on 
the 
day two (2) Business Days before the commencement of such Interest Period. 
“Lien” 
means any mortgage, lien, security interest, pledge, charge or encumbrance of any 
kind in respect of any Property, including the interests of a vendor or lessor under any conditional 
sale, Capital Lease or other title retention arrangement. 
“Loan”
 
means any Revolving 
Loan, Swingline Loan, 
or Incremental Term 
Loan (if any) 
whether 
outstanding 
as 
a 
Base 
Rate 
Loan 
or 
Eurodollar 
Loan 
or 
otherwise, 
each 
of 
which 
is 
a 
“type”
 
of Loan hereunder. 
“Loan 
Documents”
 
means 
this 
Agreement, 
the 
Notes 
(if 
any), 
the 
Applications, 
the 
Collateral 
Documents, 
the 
Guaranty 
Agreements, 
and 
each 
other 
instrument 
or 
document 
to 
be 
delivered hereunder or thereunder or otherwise in connection therewith. 
“Loan Party”
 
means the Borrower and each of the Guarantors. 

“Marketable Securities”
 
means investments with a 
maturity of more than 
three (3) months 
when 
purchased 
which 
are 
made 
in 
accordance 
with 
the 
Cal-Maine 
Investment 
Guidelines 
as 
attached hereto as Schedule 1.1, as the 
same may be amended from time to 
time with the consent 
of the Required Lenders. 
“Material 
Adverse 
Effect”
 
means 
(a) 
a 
material 
adverse 
change 
in, 
or 
material 
adverse 
effect upon, the operations, business, or financial condition 
of the Borrower or of the Loan 
Parties 
and their Subsidiaries taken as a whole, (b) a material impairment of the ability of any 
Loan Party 
to perform its material
obligations under any Loan 
Document or (c) a material 
adverse effect upon 
(i) the 
legality, 
validity, 
binding 
effect 
or 
enforceability 
against 
any 
Loan 
Party 
of 
any 
Loan 
Document 
or 
the 
material 
rights 
and 
remedies 
of 
the 
Administrative 
Agent 
and 
the 
Lenders 
thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document. 






-19-
“Material Indebtedness”
 
means Indebtedness (other than 
the Loans and Letters 
of Credit), 
or 
obligations 
in 
respect 
of 
one 
or more 
Hedging Agreements, 
of 
any one 
or 
more 
of 
the 
Loan 
Parties 
and 
its 
Subsidiaries 
with 
an 
individual 
outstanding 
principal 
amount 
exceeding 
$30,000,000. 
For purposes of 
determining Material Indebtedness, 
the “obligations” of 
any Loan 
Party or any 
Subsidiary in respect 
of any Hedging 
Agreement at any 
time shall be 
the maximum 
aggregate 
amount 
(giving 
effect 
to 
any 
netting 
agreements) 
that 
such 
Loan 
Party 
or 
such 
Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. 
“Minimum 
Collateral 
Amount”
 
means, 
at 
any 
time, 
(a) with 
respect 
to 
Cash 
Collateral 
consisting of cash 
or deposit account 
balances, an amount 
equal to 105% 
(or 100% 
if such Cash 
Collateral consists 
of a 
demand or 
time deposit 
account) of 
the Fronting 
Exposure of 
all L/C 
Issuers 
with respect to Letters of Credit issued and outstanding at such 
time and (b) otherwise, an amount 
determined by the Administrative Agent and the L/C Issuer in their sole discretion. 
“Moody’s”
 
means Moody’s Investors Service, Inc. 
“Net Cash 
Proceeds”
 
means, as 
applicable, (a) with 
respect to 
any Disposition 
by a 
Person, 
cash and cash equivalent proceeds 
received by or for such Person’s 
account, net of (i) reasonable 
direct costs relating 
to such Disposition, (ii) sale, 
use or other transactional 
taxes paid or payable 
by 
such 
Person 
as 
a 
direct 
result 
of 
such 
Disposition, 
and 
(iii) the 
amount 
of 
any 
Indebtedness 
permitted hereby 
which is 
secured by 
a prior 
perfected Lien 
on the 
asset subject 
to such 
Disposition 
and is required to be 
repaid in connection with such 
Disposition, (b) with respect to any 
Event of 
Loss 
of 
a 
Person, 
cash 
and 
cash 
equivalent 
proceeds 
received 
by 
or 
for 
such 
Person’s 
account 
(whether 
as 
a 
result 
of 
payments 
made 
under 
any 
applicable 
insurance 
policy 
therefor 
or 
in 
connection with condemnation 
proceedings or otherwise), 
net of reasonable 
direct costs incurred 
in connection with the 
collection of such proceeds, 
awards or other payments, 
and the amount of 
any Indebtedness permitted hereby which is secured by 
a prior perfected Lien in the asset subject 
to the 
Event of 
Loss and 
(c) with 
respect to 
any offering 
of equity 
securities of 
a Person 
or the 
issuance of any 
Indebtedness by a 
Person, 
cash and cash 
equivalent proceeds received 
by or for 
such Person’s account, net of reasonable 
legal, underwriting, and other 
fees and expenses incurred 
as a direct result thereof. 

“Net 
Income”
 
means, 
with 
reference 
to 
any 
period, 
the 
net 
income 
(or 
net 
loss) 
of 
the 
Borrower and 
its Subsidiaries 
for such 
period computed 
on a 
consolidated basis 
in accordance 
with 
GAAP; 
provided
 
that there shall be excluded from 
Net Income (a) the net income (or 
net loss) of 
any Person accrued 
prior to the 
date it becomes 
a Subsidiary of, 
or has merged 
into or consolidated 
with, the Borrower 
or another Subsidiary, (b) the 
net income (or 
net loss) of 
any Person (other 
than 
a Subsidiary) in which the Borrower or any of its Subsidiaries has an equity interest, except 
to the 
extent of the amount of dividends or other distributions actually paid 
to the Borrower or any of its 
Subsidiaries during such period, and (c) the undistributed earnings of any Subsidiary to the extent 
that the 
declaration or 
payment of 
dividends or 
similar distributions 
by such 
Subsidiary is 
not at 
the 
time 
permitted 
by 
the 
terms 
of 
any 
contractual 
obligation 
(other 
than 
under 
any 
Loan 
Document) or requirement of law applicable to such Subsidiary. 

“Net Worth” 
means, at 
any time 
the same 
is to 
be determined, 
total shareholder’s 
equity 
(including capital stock, 
additional paid in 
capital, and retained 
earnings after deducting 
treasury 






-20-
stock) that would appear on the balance sheet of the 
Borrower and its Subsidiaries, determined in 
accordance with GAAP on a consolidated basis.
“Non-Consenting Lender” 
means any 
Lender that 
does not 
approve any 
consent, waiver 
or amendment that 
(a) requires the approval 
of all affected 
Lenders in accordance 
with the terms 
of Section 13.3 and (b) has been approved by the Required Lenders. 
“Non-Defaulting Lender”
 
means, at any time, each Lender that is not 
a Defaulting Lender 
at such time. 
“Note”
 
and 
“Notes”
 
each is defined in Section 2.10. 
“Obligations”
 
means all 
obligations of 
the Borrower 
to pay 
principal and 
interest on 
the 
Loans, all Reimbursement Obligations 
owing under the Applications, 
all fees and charges payable 
hereunder, and all 
other payment 
obligations of 
the Borrower 
or any 
other Loan 
Party arising 
under 
or in relation to 
any Loan Document, in 
each case whether now 
existing or hereafter arising, 
due 
or 
to 
become 
due, 
direct 
or 
indirect, 
absolute 
or 
contingent, 
and 
howsoever 
evidenced, 
held 
or 
acquired. 
“OFAC” 
means 
the 
United 
States 
Department 
of 
Treasury 
Office 
of 
Foreign 
Assets 
Control. 
“OFAC 
Event” 
is defined in Section 8.15. 
“OFAC 
Sanctions 
Programs”
 
means 
all 
laws, 
regulations, 
and 
Executive 
Orders 
administered 
by 
OFAC, 
including 
without 
limitation, 
the 
Bank 
Secrecy 
Act, 
anti-money 
laundering 
laws 
(including, 
without 
limitation, 
the 
Uniting 
and 
Strengthening 
America 
by 
Providing 
Appropriate 
Tools 
Required 
to 
Intercept 
and 
Obstruct 
Terrorism 
Act 
of 
2001, 
Pub. L. 107-56 
(a/k/a 
the 
USA 
Patriot 
Act)), 
and 
all 
economic 
and 
trade 
sanction 
programs 
administered by 
OFAC, 
any and 
all similar 
United States 
federal laws, 
regulations or 
Executive 
Orders (whether administered by OFAC or otherwise), and any similar laws, 
regulations or orders 
adopted by any State within the United States. 
“Other Connection 
Taxes” 
means, with 
respect to 
any Recipient, 
Taxes imposed as a 
result 
of a present or former connection between such Recipient and the jurisdiction imposing such Tax 
(other than 
connections arising 
from such 
Recipient having 
executed, delivered, 
become a 
party 
to, 
performed 
its 
obligations 
under, 
received 
payments 
under, 
received 
or 
perfected 
a 
security 
interest under, 
engaged in 
any other 
transaction pursuant 
to or 
enforced any 
Loan Document, 
or 
sold or assigned an interest in any Loan or Loan Document). 
“Other 
Taxes”
 
means 
all 
present 
or 
future 
stamp, 
court 
or 
documentary, 
intangible, 
recording, filing 
or similar 
Taxes 
that arise 
from any 
payment made 
under, 
from the 
execution, 
delivery, 
performance, enforcement or registration of, 
from the receipt or perfection 
of a security 
interest under, 
or otherwise with 
respect to, any 
Loan Document, except 
any such Taxes 
that are 
Other Connection 
Taxes 
imposed with 
respect to an 
assignment (other than 
an assignment 
made 
pursuant to Section 2.12). 






-21-
“Participant” 
has the meaning assigned to such term in clause (d) of Section 13.2. 
“Participant Register” 
has the meaning specified in clause (d) of Section 13.2. 
“Participating Interest”
 
is defined in Section 2.3(e). 
“Participating Lender”
 
is defined in Section 2.3(e). 
“PBGC”
 
means 
the Pension 
Benefit Guaranty 
Corporation or 
any Person 
succeeding to 
any or all of its functions under ERISA. 
“Percentage” 
means for any 
Lender its Revolver 
Percentage or its 
Incremental Term Loan 
Percentage, as applicable. 
“Permitted Acquisition”
 
means any Acquisition with respect to which all of the following 
conditions shall have been satisfied: 
 
(a) 
the Acquired Business 
is in an 
Eligible Line of 
Business and has 
its primary 
operations within the United States of America; 
 
(b) 
the Acquisition shall not be a Hostile Acquisition; 
 
(c) 
the Borrower or a Subsidiary shall 
be the surviving entity in any 
merger to 
which it is a party in connection with such Acquisition; 
 
(d) 
if a 
new Subsidiary 
is formed 
or acquired 
as a 
result of 
or in 
connection with 
the Acquisition, 
the Borrower 
shall have 
complied with 
the requirements 
of Section 12.3 
within 30 days of the completion thereof; 

 
(e) 
after 
giving 
effect 
to 
the 
Acquisition 
and 
any 
Credit 
Event 
in 
connection 
therewith, 
no 
Default 
shall 
exist, 
including 
with 
respect 
to 
the 
financial 
covenants 
contained in 
Section 8.22 on 
a pro 
forma basis 
(looking back 
four completed 
fiscal quarters 
as if the Acquisition occurred 
on the first day of 
such period and after giving 
effect to the 
payment of the purchase price for the Acquired Business); and 
 
(f) 
after 
giving 
effect 
to 
the 
Acquisition 
and 
any 
Credit 
Event 
in 
connection 
therewith, the 
sum of 
cash and 
Cash Equivalents 
of the 
Borrower plus 
availability under 
the Revolving Facility shall equal at least $50,000,000. 

“Person” 
means 
any 
natural 
Person, 
corporation, 
limited 
liability 
company, 
trust, 
joint 
venture, association, company, partnership, Governmental Authority or other entity. 
“Plan”
 
means any employee 
pension benefit plan 
covered by Title IV of 
ERISA or subject 
to the minimum funding standards 
under Section 412 of the Code 
that either (a) is maintained 
by 
a member of 
the Controlled Group 
for employees of 
a member of 
the Controlled Group 
or (b) is 
maintained pursuant 
to a collective 
bargaining agreement 
or any other 
arrangement under 
which 






-22-
more than one 
employer makes contributions 
and to which 
a member of 
the Controlled Group 
is 
then making or accruing an obligation to make contributions or 
has within the preceding five plan 
years made contributions. 
“Premises”
 
means the real property owned or leased by any Loan Party or 
any Subsidiary 
of a Loan Party.
“Property”
 
means, 
as 
to 
any 
Person, 
all 
types 
of 
real, 
personal, 
tangible, 
intangible 
or 
mixed property owned by such Person whether 
or not included in the most recent 
balance sheet of 
such Person and its subsidiaries under GAAP. 
“
Qualified ECP 
Guarantor
” means, 
in respect 
of any 
Swap Obligation, 
each Loan 
Party 
that 
has 
total 
assets 
exceeding 
$10,000,000 
at 
the 
time 
the 
relevant 
Guarantee 
or 
grant 
of 
the 
relevant security 
interest becomes 
effective 
with respect 
to such 
Swap 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. 

“RCRA”
 
means the Solid Waste Disposal Act, as amended by the 
Resource Conservation 
and 
Recovery 
Act 
of 
1976 
and 
Hazardous 
and 
Solid 
Waste 
Amendments 
of 
1984, 
42 U.S.C. 
§§
6901 
et seq.
, and any future amendments.
“Recipient
” means (a) 
the Administrative 
Agent, (b) any 
Lender, and 
(c) any L/C 
Issuer, 
as applicable. 
“Register”
 
is defined in Section 13.2(c). 
“Reimbursement Obligation”
 
is defined in Section 2.3(c). 
“Related 
Parties” 
means, 
with 
respect 
to 
any 
Person, 
such 
Person’s 
Affiliates 
and 
the 
partners, 
directors, officers, 
employees, 
agents, trustees, 
administrators, managers, 
advisors 
and 
representatives of such Person and of such Person’s Affiliates. 
“Release”
 
means 
any 
spilling, 
leaking, 
pumping, 
pouring, 
emitting, 
emptying, 
discharging, 
injecting, 
escaping, 
leaching, 
migrating, 
dumping, 
or 
disposing 
into 
the 
indoor 
or 
outdoor 
environment, 
including, 
without 
limitation, 
the 
abandonment 
or 
discarding 
of 
barrels, 
drums, containers, 
tanks or 
other receptacles 
containing or 
previously containing any 
Hazardous 
Material. 
“Required 
Lenders” 
means, 
at 
any 
time, 
Lenders 
having 
Total 
Credit 
Exposures 
representing (a) 
if there 
are 
2 or 
less Lenders, 
all of 
the Lenders, 
and (b) if 
there are 
3 or 
more 
Lenders, 50.0% or 
more of the 
Total 
Credit Exposures of 
all Lenders. 
To 
the extent provided 
in 
the last 
paragraph of 
Section 13.3, the 
Total 
Credit Exposure 
of any 
Defaulting Lender 
shall be 
disregarded in determining Required Lenders at any time.






-23-
“Responsible Officer”
 
of any person 
means any executive 
officer or 
Financial Officer 
of 
such Person and any other officer, general partner or managing member or similar official thereof 
with 
responsibility 
for 
the 
administration 
of 
the 
obligations 
of 
such 
person 
in 
respect 
of 
this 
Agreement whose signature 
and incumbency shall 
have been certified 
to the Administrative 
Agent 
on or 
after 
the Closing 
Date pursuant 
to an 
incumbency certificate 
of the 
type contemplated 
by 
Section 7.2.
“Revolver 
Percentage”
 
means, 
for 
each 
Lender, 
the 
percentage 
of 
the 
total 
Revolving 
Credit 
Commitments 
represented 
by 
such 
Lender’s 
Revolving 
Credit 
Commitment 
or, 
if 
the 
Revolving 
Credit 
Commitments 
have 
been 
terminated 
or 
expired, 
the 
percentage 
of 
the 
total 
Revolving Credit Exposure then outstanding held by such Lender. 
“Revolving Facility”
 
means the credit facility for making Revolving Loans 
and Swingline 
Loans and issuing Letters of Credit described in Sections 2.1, 2.2 and 2.3. 

“Revolving Credit 
Commitment”
 
means, as 
to any Lender, 
the obligation of 
such Lender 
to make 
Revolving Loans 
and to 
participate in 
Swingline Loans 
and Letters 
of Credit 
issued for 
the account 
of the 
Borrower hereunder 
in an 
aggregate principal 
or face 
amount at 
any one 
time 
outstanding not to exceed 
the amount set forth 
opposite such Lender’s 
name on Schedule 2.1/2.2 
attached hereto 
and made 
a part 
hereof, as 
the same 
may be 
reduced or 
modified at 
any time 
or 
from time to 
time pursuant to 
the terms hereof 
(including, without limitation, 
Section 2.15 hereof). 

The Borrower and the 
Lenders acknowledge and agree 
that the Revolving Credit 
Commitments of 
the Lenders aggregate $250,000,000 on the Closing Date. 
“Revolving Credit Exposure” 
means, as to any Lender 
at any time, the aggregate 
principal 
amount at 
such time 
of its 
outstanding Revolving 
Loans and 
such Lender’s 
participation in 
L/C 
Obligations and Swingline Loans at such time. 
“Revolving Credit 
Termination 
Date”
 
means November 
15, 2026 
or such 
earlier date 
on 
which the 
Revolving Credit 
Commitments are 
terminated in 
whole pursuant 
to Section 2.11, 
9.2 
or 9.3. 
“Revolving Loan” 
is defined in Section 2.1 and, as so defined, includes a 
Base Rate Loan 
or a Eurodollar Loan, each of which is a 
“type”
 
of Revolving Loan hereunder. 
“Revolving Note”
 
is defined in Section 2.10. 
“S&P”
 
means Standard & Poor’s Ratings 
Services Group, a Standard & Poor’s Financial 
Services LLC business. 
“SEC”
 
means the United States Securities and Exchange Commission. 
“Secured 
Obligations”
 
means 
the 
Obligations, 
Hedging 
Liability, 
and 
Bank 
Product 
Obligations, in each case 
whether now existing or 
hereafter arising, due or 
to become due, direct 
or 
indirect, 
absolute 
or 
contingent, 
and 
howsoever 
evidenced, 
held 
or 
acquired 
(including 
all 
interest, costs, 
fees, and charges 
after the 
entry of an 
order for 
relief against 
any Loan Party 
in a 






-24-
case 
under 
the 
United 
States 
Bankruptcy 
Code 
or 
any 
similar 
proceeding, 
whether 
or 
not 
such 
interest, costs, 
fees and 
charges would 
be an 
allowed claim 
against such 
Loan Party 
in any 
such 
proceeding); 
provided, 
however,
 
that, 
with 
respect 
to 
any 
Guarantor, 
Secured 
Obligations 
Guaranteed by such Guarantor shall exclude all Excluded Swap Obligations. 
“Securities Act” 
means the United States Securities Act of 1933. 
“Security Agreement”
 
means that certain Security 
Agreement dated as of 
July 10, 2018, as 
amended 
and 
reaffirmed 
by 
that 
certain 
Reaffirmation, 
Modification 
and 
Omnibus 
Joinder 
Agreement dated 
as of 
the date hereof 
among the Loan 
Parties and 
the Administrative 
Agent, as 
the same may be amended, modified, amended and restated, supplemented or otherwise modified 
from time to time. 
“Subsidiary”
 
means, 
as 
to 
any 
particular 
parent 
corporation 
or 
organization, 
any 
other 
corporation or organization more 
than 50% of 
the outstanding Voting 
Stock of which 
is at the 
time 
directly 
or 
indirectly 
owned 
by 
such 
parent 
corporation 
or 
organization 
or 
by 
any 
one 
or 
more 
other entities 
which are 
themselves subsidiaries 
of such 
parent corporation 
or organization. 
Unless 
otherwise expressly 
noted herein, 
the term 
“Subsidiary”
 
means a 
Subsidiary of 
the Borrower 
or 
of any of its direct or indirect Subsidiaries. 
“
Swap Obligation
” means, with respect 
to any Guarantor, any obligation 
to pay or perform 
under 
any 
agreement, 
contract 
or 
transaction 
that 
constitutes 
a 
“swap” 
within 
the 
meaning 
of 
Section 1a(47) of the Commodity Exchange Act. 

“Sweep Depositary”
 
shall have 
the meaning 
set forth 
in the 
definition of 
Sweep to 
Loan 
Arrangement. 
“Sweep to Loan Arrangement”
 
means a cash management arrangement established by the 
Borrower 
with 
the 
Swingline 
Lender 
or 
an 
Affiliate 
of 
the 
Swingline 
Lender, 
as 
depositary 
(in 
such 
capacity, 
the 
“Sweep Depositary”
), 
pursuant to 
which the 
Swingline Lender 
is authorized 
(a) to make 
advances of 
Swingline Loans 
hereunder, 
the proceeds 
of which 
are deposited 
by the 
Swing Lender into a designated 
account of the Borrower 
maintained at the Sweep Depositary, and 
(b) to 
accept 
as 
prepayments 
of 
the 
Swingline 
Loans 
hereunder 
proceeds 
of 
excess 
targeted 
balances 
held 
in 
such 
designated 
account 
at 
the 
Sweep 
Depositary, 
which 
cash 
management 
arrangement is 
subject to 
such agreement(s) and 
on such 
terms acceptable to 
the Sweep Depositary 
and the Swing Lender. 
“Swingline” 
means the credit facility for 
making one or more 
Swingline Loans described 
in Section 2.2. 

“Swingline 
Lender”
 
means 
BMO 
Harris 
Bank 
N.A., 
in 
its 
capacity 
as 
the 
Lender 
of 
Swingline Loans 
hereunder, 
or any 
successor Lender 
acting in 
such capacity 
appointed pursuant 
to Section 13.2. 
“Swingline Lender’s 
Quoted Rate”
 
is defined in Section 2.2(b). 







-25-
“Swingline Sublimit”
 
means $15,000,000, as reduced pursuant to the terms hereof. 
“Swingline Loan” 
and 
“Swingline Loans”
 
each is defined in Section 2.2(b). 
“Swing Note”
 
is defined in Section 2.10. 
“Tangible 
Net Worth
” means total 
shareholder’s equity that 
would appear on 
the balance 
sheet of the 
Borrower and 
its Subsidiaries 
minus the 
sum of 
(a) all 
assets which 
would be 
classified 
as 
intangible 
assets 
under 
GAAP, 
including, 
without 
limitation, 
goodwill, 
patents, 
trademarks, 
trade 
names, 
copyrights, 
franchises 
and 
deferred 
charges 
(including, 
without 
limitation, 
unamortized debt 
discount and 
expense, organization costs 
and deferred 
research and 
development 
expense) 
and 
similar 
assets, 
and 
(b) 
the 
write 
up 
of 
assets 
above 
cost 
(other 
than 
marketable 
securities); provided, 
however, that intangible 
assets shall 
not include 
prepaid expenses 
(including, 
without 
limitation, 
prepaid 
insurance, 
software 
licenses 
and 
support 
agreements, 
consulting 
contracts 
and 
prepaid 
financing 
fees) 
carried 
on 
the 
consolidated 
balance 
sheet, 
in 
each 
case 
determined on a consolidated basis in accordance with GAAP. 
“Taxes”
 
means all 
present or 
future taxes, 
levies, imposts, 
duties, deductions, 
withholdings 
(including backup withholding), 
assessments, fees or 
other charges imposed by 
any Governmental 
Authority, including any interest, additions to tax or penalties applicable thereto. 
“Total 
Capitalization”
 
means, 
at 
any time 
the same 
is 
to 
be determined, 
the 
sum 
of 
(a) 
Total Funded Debt and (b) Net Worth.
“Total 
Credit Exposure” 
means, as to any 
Lender at any 
time, the unused Commitments, 
Revolving Credit Exposure, and Incremental Term Loans (if any) of such Lender at such time. 
“Total Funded Debt”
 
means, at 
any time 
the same 
is to 
be determined, 
the sum 
(but without 
duplication) of (a) all Indebtedness of the Borrower and 
its Subsidiaries at such time described in 
clauses (a) 
through 
(f), 
both 
inclusive, 
of 
the 
definition 
thereof, 
and 
(b) all 
Indebtedness 
of 
any 
other Person which is directly or indirectly Guaranteed by the Borrower or any of its Subsidiaries 
or which 
the Borrower 
or any 
of its 
Subsidiaries has 
agreed (contingently 
or otherwise) 
to purchase 
or otherwise acquire or 
in respect of which 
the Borrower or any 
of its Subsidiaries has 
otherwise 
assured a creditor against loss.
“Total Funded Debt to Capitalization Ratio”
 
means, as of 
the last day 
of any fiscal 
quarter 
of the Borrower, 
the ratio of (a) Total 
Funded Debt of the Borrower and 
its Subsidiaries as of the 
last day of such fiscal quarter 
to (b) Total Capitalization of the Borrower and its Subsidiaries as of 
the last day of such fiscal quarter.
“Unfunded 
Vested 
Liabilities”
means, 
for 
any 
Plan 
at 
any 
time, 
the 
amount 
(if 
any) 
by 
which the present value of all 
vested nonforfeitable accrued benefits under such Plan 
exceeds the 
fair market 
value of 
all Plan 
assets allocable 
to such 
benefits, all 
determined as 
of the 
then most 
recent valuation 
date for 
such Plan, 
but only 
to the 
extent that 
such excess 
represents a 
potential 
liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA. 






-26-
“U.S. Dollars”
 
and 
“$”
 
each means the lawful currency of the United States of America. 
“U.S. 
Person” 
means 
any 
Person 
that 
is 
a 
“United 
States 
Person” 
as 
defined 
in 
Section 7701(a)(30) of the Code. 
“U.S. Tax Compliance Certificate” 
has the 
meaning assigned 
to such 
term in 
subsection (f) 
of Section 4.1. 
“Voting 
Stock”
 
of any Person means capital stock or 
other equity interests of any class or 
classes (however designated) having ordinary power 
to vote as prescribed for such class 
of capital 
stock or equity 
interest for the 
election of directors 
or other similar 
governing body of 
such Person, 
other than stock or other equity interests having 
such power only by reason of the happening 
of a 
contingency. 
“Welfare 
Plan”
 
means a “welfare plan” as defined in Section 3(1) of ERISA. 
“Wholly-owned Subsidiary”
 
means a Subsidiary 
of which all 
of the issued 
and outstanding 
shares of capital stock (other 
than directors’ qualifying shares as 
required by law) or other 
equity 
interests are 
owned by 
the Borrower 
and/or one 
or more 
Wholly-owned Subsidiaries 
within the 
meaning of this definition. 
“Withholding Agent”
 
means any Loan Party and the Administrative Agent. 
“Write-Down 
and 
Conversion 
Powers”
 
means, 
with 
respect 
to 
any 
EEA 
Resolution 
Authority, the write-down and conversion powers of such 
EEA Resolution Authority from 
time to 
time under 
the Bail-In 
Legislation for 
the applicable 
EEA Member 
Country, 
which write-down 
and conversion powers are described in the EU Bail-In Legislation Schedule. 
Section 1.2.
Interpretation.
 
The foregoing 
definitions are 
equally applicable 
to both 
the 
singular and plural 
forms of the 
terms defined. 
Whenever the context 
may require, any 
pronoun 
shall 
include 
the 
corresponding 
masculine, 
feminine 
and 
neuter 
forms. 
The 
words 
“include,” 
“includes” 
and 
“including” 
shall 
be 
deemed 
to 
be 
followed 
by 
the 
phrase 
“without 
limitation.” 

The 
word 
“will” 
shall 
be 
construed 
to 
have 
the 
same 
meaning 
and 
effect 
as 
the 
word 
“shall.” 

Unless 
the 
context 
requires 
otherwise 
(a) any 
definition 
of 
or 
reference 
to 
any 
agreement, 
instrument or other document herein shall 
be construed as referring to such 
agreement, instrument 
or other document as from time to time amended, supplemented 
or otherwise modified (subject to 
any 
restrictions 
on 
such 
amendments, 
supplements 
or 
modifications 
set 
forth 
herein), 
(b) 
any 
reference herein to any Person shall be 
construed to include such Person’s successors and assigns, 
(c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed 
to refer 
to this 
Agreement in 
its entirety 
and not 
to any 
particular provision 
hereof, (d) 
all references 
herein 
to 
Articles, 
Sections, 
Exhibits 
and 
Schedules 
shall 
be 
construed 
to 
refer 
to 
Articles 
and 
Sections 
of, 
and 
Exhibits 
and 
Schedules 
to, 
this 
Agreement, 
(e) 
any 
reference 
to 
any 
law 
or 
regulation 
herein 
shall, 
unless 
otherwise 
specified, 
refer 
to 
such 
law 
or 
regulation 
as 
amended, 
modified 
or supplemented 
from 
time to 
time, 
and (f) 
the words 
“asset” and 
“property” shall 
be 
construed to have the same 
meaning and effect and 
to refer to any and 
all tangible and intangible 
assets and 
properties, including 
cash, securities, 
accounts and 
contract 
rights. 
All references 
to 






-27-
time of day herein are references to 
Chicago, Illinois, time unless otherwise specifically provided. 

Where the character or amount of 
any asset or liability or item 
of income or expense is required 
to 
be determined or any 
consolidation or other accounting 
computation is required to 
be made for 
the 
purposes 
of 
this 
Agreement, 
it 
shall 
be 
done 
in 
accordance 
with 
GAAP, 
except 
where 
there 
is 
variation from GAAP as currently reflected 
under the current financial statements as consistently 
applied 
and 
except 
where 
such 
principles 
are 
inconsistent 
with 
the 
specific 
provisions 
of 
this 
Agreement. 

Section 1.3. 
Change in Accounting Principles
. 
If, after the date of this 
Agreement, there 
shall occur 
any change 
in GAAP 
from those 
used in 
the preparation 
of the 
financial statements 
referred to in Section 6.5 and such change 
shall result in a change in the method 
of calculation of 
any 
financial 
covenant, 
standard 
or 
term 
found 
in 
this 
Agreement, 
either 
the 
Borrower 
or 
the 
Required Lenders 
may by 
notice to 
the Lenders 
and the 
Borrower, 
respectively, 
require that 
the 
Lenders and the Borrower 
negotiate in good faith to 
amend such covenants, standards, and 
terms 
so as equitably 
to reflect 
such change in 
accounting principles, 
with the desired 
result being 
that 
the criteria for evaluating the financial condition of 
the Borrower and its Subsidiaries shall be the 
same as if such change had not been made. 
No delay by the Borrower or the Required Lenders in 
requiring such negotiation 
shall limit their 
right to so 
require such a 
negotiation at any time 
after 
such a change in accounting principles. 
Until any such covenant, standard, or term is amended in 
accordance with this 
Section, financial covenants 
shall be computed 
and determined in 
accordance 
with GAAP 
in effect prior 
to such 
change in 
accounting principles. 
Without limiting 
the generality 
of 
the 
foregoing, 
the 
Borrower 
shall 
neither 
be 
deemed 
to 
be 
in 
compliance 
with 
any 
financial 
covenant hereunder nor 
out of compliance 
with any financial 
covenant hereunder if 
such state of 
compliance 
or 
noncompliance, 
as 
the 
case 
may 
be, 
would 
not 
exist 
but 
for 
the 
occurrence 
of 
a 
change in accounting principles after the date hereof. 
 
Section 1.4. 
Divisions
. 
For all 
purposes under 
the Loan 
Documents, in 
connection with 
any division 
or plan 
of division 
under Delaware 
law (or 
any comparable 
event under 
a different 
jurisdiction’s laws): (a) if 
any asset, right, obligation or liability of any Person becomes the 
asset, 
right, obligation or liability of a different Person, then it shall be deemed to have 
been transferred 
from the original 
Person to the 
subsequent Person, and 
(b) if any 
new Person comes 
into existence, 
such new Person 
shall be deemed 
to have been 
organized on 
the first date 
of its existence 
by the 
holders of its equity interests at such time. 
S
ECTION
 
2. 
T
HE 
R
EVOLVING 
F
ACILITY
Section 2.1. 
Revolving Facility. 

Subject to the terms and conditions hereof, each Lender, 
by its 
acceptance hereof, 
severally agrees 
to make 
a loan 
or loans 
(individually a 
“Revolving Loan”
and collectively for all the Lenders the 
“Revolving Loans”
) in U.S. Dollars to the Borrower from 
time 
to 
time 
on 
a 
revolving 
basis 
up 
to 
the 
amount 
of 
such 
Lender’s 
Revolving 
Credit 
Commitment, subject to any reductions 
thereof pursuant to the terms 
hereof, before the Revolving 
Credit 
Termination 
Date. 
The 
sum 
of 
the 
aggregate 
principal 
amount 
of 
Revolving 
Loans, 
Swingline 
Loans, 
and 
L/C 
Obligations 
at 
any 
time 
outstanding 
shall 
not 
exceed 
the 
Revolving 
Credit Commitments 
in effect 
at such 
time. 
Each Borrowing 
of Revolving 
Loans shall 
be made 
ratably 
by 
the 
Lenders 
in 
proportion 
to 
their 
respective 
Revolver 
Percentages. 
As 
provided 
in 
Section 2.6(a), the 
Borrower may 
elect that 
each Borrowing 
of Revolving 
Loans be 
either Base 






-28-
Rate Loans 
or Eurodollar 
Loans. 
Revolving Loans 
may be 
repaid and 
the principal amount 
thereof 
reborrowed 
before 
the 
Revolving 
Credit 
Termination 
Date, 
subject 
to 
the 
terms 
and 
conditions 
hereof.
Section 2.2
Swingline Loans.
 
(a) 
Generally
. 
Subject to the terms and conditions hereof, 
as part of 
the Revolving Facility, 
the Swingline Lender may, 
in its sole 
discretion, make loans in 
U.S. Dollars 
to 
the 
Borrower 
under 
the 
Swingline 
(individually 
a 
“Swingline 
Loan”
 
and 
collectively 
the 
“Swingline 
Loans”
) 
which 
shall 
not 
in 
the 
aggregate 
at 
any 
time 
outstanding 
exceed 
the 
Swingline 
Sublimit. 
Swingline 
Loans 
may 
be 
availed 
of 
from 
time 
to 
time 
and 
borrowings thereunder may 
be repaid and 
used again during 
the period 
ending on the 
Revolving 
Credit 
Termination 
Date. 
Each Swingline 
Loan shall 
be in 
a minimum 
amount 
of $150,000 
or 
such greater 
amount which 
is an 
integral multiple 
of $100,000. 
Each Swingline 
Loan shall 
bear 
interest until maturity 
(whether by acceleration or 
otherwise) at a 
rate per annum equal 
to (x) the 
rate per annum for Base Rate Loans under the Revolving Facility as from time to time 
in effect or 
(y) the Swingline 
Lender’s Quoted Rate 
(computed on 
the basis 
of a 
year of 
360 days for 
the actual 
number 
of 
days 
elapsed). 
Interest 
on 
each 
Swingline 
Loan 
shall 
be 
due 
and 
payable 
by 
the 
Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise). 
 
(b)
 
Requests 
for 
Swingline 
Loans
. 
The 
Borrower 
shall 
give 
the 
Administrative 
Agent 
prior notice 
(which may 
be written 
or oral) 
no later 
than 12:00 Noon 
(Chicago time) 
on the 
date 
upon which 
the Borrower 
requests that 
any Swingline 
Loan be 
made, of 
the amount 
and date 
of 
such Swingline 
Loan, and, 
if applicable, 
the Interest 
Period requested 
therefor. 
The Administrative 
Agent shall promptly advise 
the Swingline Lender of 
any such notice received 
from the Borrower. 

Thereafter, 
the 
Swingline 
Lender 
shall 
notify 
the 
Administrative 
Agent 
(who 
shall 
thereafter 
promptly notify the Borrower) whether or 
not it has elected to make 
such Swingline Loan. 
If the 
Swingline Lender 
agrees to make 
such Swingline Loan, 
it may in 
its discretion quote 
an interest 
rate to 
the Borrower 
at which 
the Swingline 
Lender would 
be willing 
to make 
such Swingline 
Loan 
available to 
the Borrower 
for the 
Interest Period 
so requested 
(the rate 
so quoted 
for a 
given Interest 
Period 
being 
herein 
referred 
to 
as 
“Swingline 
Lender’s 
Quoted 
Rate”
). 
The 
Borrower 
acknowledges 
and 
agrees 
that 
the 
interest 
rate 
quote 
is 
given 
for 
immediate 
and 
irrevocable 
acceptance. 
If the Borrower does not so immediately accept the Swingline Lender’s Quoted Rate 
for the 
full amount 
requested by 
the Borrower 
for such 
Swingline Loan, 
the Swingline 
Lender’s 
Quoted Rate shall be 
deemed immediately withdrawn. 
If the Swingline Lender’s 
Quoted Rate is 
not accepted 
or otherwise 
does not 
apply, 
such Swingline 
Loan shall 
bear interest 
at the 
rate per 
annum for Base 
Rate Loans under 
the Revolving Facility 
as from time 
to time in 
effect. 
Subject 
to the terms and 
conditions hereof, the proceeds 
of each Swingline Loan 
extended to the Borrower 
shall 
be 
deposited 
or 
otherwise 
wire 
transferred 
to 
the 
Borrower’s 
Designated 
Disbursement 
Account or as the 
Borrower, the 
Administrative Agent, and the 
Swingline Lender may otherwise 
agree. 
Anything contained 
in the 
foregoing to 
the contrary 
notwithstanding, the 
undertaking of 
the Swingline Lender to make Swingline Loans shall be subject to all 
of the terms and conditions 
of 
this 
Agreement 
(provided 
that 
the 
Swingline 
Lender 
shall 
be 
entitled 
to 
assume 
that 
the 
conditions precedent to 
an advance of 
any Swingline 
Loan have been 
satisfied unless notified 
to 
the contrary by the Administrative Agent or the Required Lenders). 

 
(c) 
Refunding Swingline Loans
. 
In its sole 
and absolute discretion, 
the Swingline Lender 
may at 
any time, 
on behalf 
of the 
Borrower (which 
hereby irrevocably 
authorizes the 
Swingline 






-29-
Lender 
to 
act 
on 
its 
behalf 
for 
such 
purpose) 
and 
with 
notice 
to 
the 
Borrower 
and 
the 
Administrative Agent, request each Lender to make a Revolving 
Loan in the form of a Base Rate 
Loan in 
an amount 
equal to 
such Lender’s 
Revolver Percentage 
of the 
amount of 
the Swingline 
Loans outstanding 
on the date 
such notice 
is given 
(which Loans 
shall thereafter 
bear interest 
as 
provided for 
in Section 
2.4(a)). 
Unless an 
Event of 
Default described 
in Section 9.1(j) 
or 9.1(k)
exists with respect to 
the Borrower, regardless of the existence 
of any other Event 
of Default, each 
Lender shall 
make the 
proceeds of 
its requested 
Revolving Loan 
available to 
the Administrative 
Agent 
for 
the 
account 
of 
the 
Swingline 
Lender), 
in 
immediately 
available 
funds, 
at 
the 
Administrative 
Agent’s 
office 
in 
Chicago, 
Illinois 
(or 
such 
other 
location 
designated 
by 
the 
Administrative Agent), before 12:00 Noon (Chicago time) on the Business Day 
following the day 
such 
notice 
is 
given. 
The 
Administrative 
Agent 
shall 
promptly 
remit 
the 
proceeds 
of 
such 
Borrowing to the Swingline Lender to repay the outstanding Swingline Loans. 
 
(d) 
Participation in Swingline Loans. 

If any Lender refuses or otherwise fails to make a 
Revolving 
Loan 
when 
requested 
by 
the 
Swingline 
Lender 
pursuant 
to 
Section 2.2(b) 
above
(because 
an 
Event 
of 
Default 
described 
in 
Section 9.1(j) 
or 
9.1(k)
exists 
with 
respect 
to 
the 
Borrower or 
otherwise), such 
Lender will, 
by the 
time and 
in the 
manner such 
Revolving Loan 
was 
to 
have 
been 
funded 
to 
the 
Swingline 
Lender, 
purchase 
from 
the 
Swingline 
Lender 
an 
undivided 
participating 
interest 
in 
the 
outstanding 
Swingline 
Loans 
in 
an 
amount 
equal 
to 
its 
Revolver Percentage of the 
aggregate principal amount of 
Swingline Loans that were 
to have been 
repaid with 
such Revolving 
Loans. 
From and 
after the 
date of 
any such 
purchase, the 
parties hereto 
hereby acknowledge and agree that 
such Swingline Loans shall thereafter bear 
interest at the rate 
for such 
Swingline Loan 
as determined 
in accordance 
with Section 
2.2(b) hereof. 
Each Lender 
that 
so 
purchases 
a 
participation 
in 
a 
Swingline 
Loan 
shall 
thereafter 
be 
entitled 
to 
receive 
its 
Revolver Percentage of each payment of principal received on the Swingline Loan and of interest 
received 
thereon 
accruing 
from 
the 
date 
such 
Lender 
funded 
to 
the 
Swingline 
Lender 
its 
participation 
in 
such 
Loan. 
The 
several 
obligations 
of 
the 
Lenders 
under 
this 
Section 
shall 
be 
absolute, irrevocable, and unconditional under 
any and all circumstances 
whatsoever and shall not 
be subject to any set-off, counterclaim or defense 
to payment which any Lender may 
have or have 
had against the 
Borrower, any other Lender, or any 
other Person whatsoever. 
Without limiting the 
generality 
of 
the 
foregoing, 
such 
obligations 
shall 
not 
be 
affected 
by 
any 
Default 
or 
by 
any 
reduction or termination of the Commitments 
of any Lender, and each payment made by a 
Lender 
under 
this 
Section 
shall 
be 
made 
without 
any 
offset, 
abatement, 
withholding, 
or 
reduction 
whatsoever.
 
(e) 
Sweep to Loan Arrangement
. 
So long as a 
Sweep to Loan Arrangement 
is in effect, 
and subject 
to the 
terms and 
conditions thereof, 
Swingline Loans 
may be 
advanced and 
prepaid 
hereunder 
notwithstanding 
any 
notice, 
minimum 
amount, 
or 
funding 
and 
payment 
location 
requirements 
hereunder 
for 
any 
advance 
of 
Swingline 
Loans 
or 
for 
any 
prepayment 
of 
any 
Swingline Loans. 
The making of 
any such Swingline 
Loans shall otherwise 
be subject to 
the other 
terms 
and 
conditions 
of 
this 
Agreement. 
The 
Swingline 
Lender 
shall 
have 
the 
right 
in 
its 
sole 
discretion to suspend or terminate the making and/or 
prepayment of Swingline Loans pursuant to 
such Sweep to Loan 
Arrangement with notice to 
the Sweep Depositary and 
the Borrower (which 
may be provided on a same-day basis), whether 
or not any Default exists. 
The Swingline Lender 
shall not be 
liable to the 
Borrower or any 
other Person for 
any losses directly 
or indirectly resulting 
from events beyond 
the Swingline 
Lender’s reasonable 
control, including without 
limitation any 






-30-
interruption of communications or 
data processing services or 
legal restriction or for 
any special, 
indirect, consequential or punitive damages in connection with any Sweep to Loan Arrangement. 
Section 2.3. 
Letters of Credit.
 
(a) 
General Terms.
 
Subject to the terms and conditions hereof, as part of the Revolving 
Facility, 
the 
L/C Issuer 
shall 
issue 
standby 
and 
commercial 
letters 
of 
credit 
(each 
a 
“Letter 
of 
Credit”
) for the account of 
the Borrower
or for the account of 
the Borrower and one or 
more of its 
Subsidiaries
in an aggregate undrawn 
face amount up to 
the L/C Sublimit. 
Each Letter of Credit 
shall be issued 
by the L/C Issuer, 
but each Lender 
shall be obligated 
to reimburse the 
L/C Issuer 
for such 
Lender’s Revolver 
Percentage of 
the amount 
of each 
drawing thereunder 
and, accordingly, 
Letters of Credit 
shall constitute usage 
of the Revolving 
Credit Commitment of 
each Lender pro 
rata in an amount equal to its Revolver Percentage of the L/C Obligations then outstanding. 
 
(b) 
Applications.
 
At 
any 
time 
before 
the 
Revolving 
Credit 
Termination 
Date, 
the 
L/C Issuer shall, 
at the 
request of 
the Borrower, issue 
one or 
more Letters 
of Credit
in U.S. Dollars, 
in a form satisfactory 
to the L/C Issuer, with expiration dates 
no later than the 
earlier of 12 months 
from 
the 
date 
of 
issuance 
(or 
which 
are 
cancelable 
not 
later 
than 
12 months 
from 
the 
date 
of 
issuance and each renewal) or thirty (30) days prior to the 
Revolving Credit Termination 
Date, in 
an aggregate face 
amount as set 
forth above, upon 
the receipt of 
an application duly 
executed by 
the 
Borrower 
and, 
if 
such 
Letter 
of 
Credit 
is 
for 
the 
account 
of 
one 
of 
its 
Subsidiaries, 
such 
Subsidiary
for 
the 
relevant 
Letter 
of 
Credit 
in 
the 
form 
then 
customarily 
prescribed 
by 
the 
L/C Issuer for the 
Letter of Credit 
requested (each an 
“Application”
). 
The Borrower agrees 
that 
if 
on 
the 
Revolving 
Credit 
Termination 
Date 
any 
Letters 
of 
Credit 
remain 
outstanding 
the 
Borrower 
shall 
then 
deliver 
to 
the 
Administrative 
Agent, 
without 
notice 
or 
demand, 
Cash 
Collateral 
in 
an 
amount 
equal 
to 
105% 
of 
the 
aggregate 
amount 
of 
each 
Letter 
of 
Credit 
then 
outstanding (which 
shall be 
held by 
the Administrative 
Agent pursuant 
to the 
terms of 
Section 9.4). 

Notwithstanding anything contained 
in any Application 
to the contrary: 
(i) the Borrower shall 
pay 
fees in 
connection with 
each Letter 
of Credit 
as set 
forth in 
Section 3.1, (ii) except 
as otherwise 
provided herein or in 
Sections 2.8, 2.13 or 2.14, unless 
an Event of Default exists, 
the L/C Issuer 
will not call for the funding by the 
Borrower of any amount under a Letter of Credit 
before being 
presented with 
a drawing 
thereunder, 
and (iii) if 
the L/C Issuer 
is not 
timely reimbursed 
for the 
amount 
of 
any 
drawing 
under 
a 
Letter 
of 
Credit 
on 
the 
date 
such 
drawing 
is 
paid, 
except 
as 
otherwise provided for 
in Section 2.6(c), the 
Borrower’s obligation to 
reimburse the L/C Issuer 
for 
the amount of such drawing shall bear interest (which the 
Borrower hereby promises to pay) from 
and 
after 
the date 
such 
drawing 
is 
paid 
at 
a 
rate 
per 
annum 
equal 
to 
the sum 
of 
the Applicable 
Margin plus the Base 
Rate from time to time 
in effect (computed on 
the basis of a year 
of 365 or 
366 days, as the case may be, 
and the actual number of 
days elapsed). 
If the L/C Issuer issues any 
Letter of Credit with an expiration date that is automatically extended unless the 
L/C Issuer gives 
notice that the expiration date will not so extend beyond its then scheduled 
expiration date, unless 
the Administrative 
Agent or 
the Required 
Lenders instruct 
the L/C Issuer 
otherwise, the 
L/C Issuer 
will give 
such notice 
of non-renewal 
before the 
time necessary 
to prevent 
such automatic 
extension 
if before such required 
notice date: 
(i) the expiration date of 
such Letter of Credit 
if so extended 
would 
be 
after 
the 
Revolving 
Credit 
Termination 
Date, 
(ii) the 
Revolving 
Credit 
Commitments 
have been terminated, 
or (iii) an Event 
of Default exists 
and either the 
Administrative Agent or 
the 
Required Lenders (with 
notice to the 
Administrative Agent) have 
given the L/C Issuer 
instructions 






-31-
not to 
so permit 
the extension 
of the 
expiration date 
of such 
Letter of 
Credit. 
The L/C Issuer 
agrees 
to issue amendments to the 
Letter(s) of Credit increasing the 
amount, or extending the expiration 
date, thereof 
at the 
request of 
the Borrower 
subject to 
the conditions 
of Section 7 
and the 
other 
terms of this Section. 

 
(c) 
The 
Reimbursement 
Obligations.
 
Subject 
to 
Section 2.3(b), 
the 
obligation 
of 
the 
Borrower to reimburse the 
L/C Issuer for all drawings 
under a Letter of 
Credit (a 
“Reimbursement 
Obligation”
) 
shall 
be 
governed 
by 
the 
Application 
related 
to 
such 
Letter 
of 
Credit, 
except 
that 
reimbursement shall be made (i) by no later than 2:00 p.m. (Chicago time) on the date when 
each 
drawing is to be 
paid if the Borrower 
has been informed of such 
drawing by the L/C Issuer 
on or 
before 10:00 a.m. (Chicago 
time) on the 
date when such 
drawing is to 
be paid 
and the Borrower 
has notified the Administrative Agent by 
1:00 p.m. (Chicago time) on 
such date that the Borrower 
will reimburse the L/C Issuer 
on the date each such drawing 
is to be paid, or (ii) if 
notice of such 
drawing is given to the Borrower 
after 10:00 a.m. (Chicago time) on the 
date when such drawing 
is to 
be paid 
or if 
the Borrower 
fails to 
notify the 
Administrative Agent 
by 1:00 
p.m. (Chicago 
time) on such date that the Borrower will reimburse the L/C Issuer on the date each such drawing 
is to be paid, by no later than 12:00 
Noon (Chicago time) on the following Business Day, 
in each 
case, 
in 
immediately 
available 
funds 
at 
the 
Administrative Agent’s 
principal 
office 
in 
Chicago, 
Illinois, or such other 
office as the Administrative 
Agent may designate in 
writing to the Borrower 
(who shall thereafter cause to 
be distributed to the L/C Issuer 
such amount(s) in like funds). 
If the 
Borrower does not 
make any such 
reimbursement payment on 
the date due 
and the Participating 
Lenders fund their 
participations therein in 
the manner set 
forth in Section 2.3(e) 
below, 
then all 
payments 
thereafter 
received 
by 
the 
Administrative 
Agent 
in 
discharge 
of 
any 
of 
the 
relevant 
Reimbursement Obligations shall be distributed in accordance with Section 2.3(e) below. 

 
(d) 
Obligations Absolute.
 
The Borrower’s obligation to reimburse L/C 
Obligations shall 
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the 
terms of this Agreement and the relevant 
Application under any and all circumstances 
whatsoever 
and 
irrespective 
of 
(i) any 
lack 
of 
validity 
or 
enforceability 
of 
any 
Letter 
of 
Credit 
or 
this 
Agreement, or 
any term 
or provision 
therein, (ii) any 
draft or 
other document 
presented under 
a 
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein 
being untrue or inaccurate in any respect, 
(iii) payment by the L/C Issuer under a Letter of 
Credit 
against presentation 
of a 
draft or 
other document 
that does 
not strictly 
comply with 
the terms 
of 
such Letter of 
Credit, or (iv) any 
other event or 
circumstance whatsoever, 
whether or not 
similar 
to 
any 
of 
the 
foregoing, 
that 
might, 
but 
for 
the 
provisions 
of 
this 
Section, 
constitute 
a 
legal 
or 
equitable discharge of, 
or provide a right 
of setoff against, 
the Borrower’s obligations hereunder. 
None 
of 
the 
Administrative 
Agent, 
the 
Lenders, 
or 
the 
L/C Issuer 
shall 
have 
any 
liability 
or 
responsibility by reason of or in connection 
with the issuance or transfer of 
any Letter of Credit or 
any payment or failure to make any payment thereunder (irrespective of any of the circumstances 
referred 
to 
in 
the 
preceding 
sentence), 
or 
any 
error, 
omission, 
interruption, 
loss 
or 
delay 
in 
transmission or 
delivery of 
any draft, 
notice or other 
communication under 
or relating to 
any Letter 
of 
Credit 
(including 
any 
document 
required 
to 
make 
a 
drawing 
thereunder), 
any 
error 
in 
interpretation of technical terms or 
any consequence arising from causes 
beyond the control of the 
L/C Issuer; 
provided
 
that 
the 
foregoing 
shall 
not 
be 
construed 
to 
excuse 
the 
L/C Issuer 
from 
liability to 
the Borrower 
to the 
extent of 
any direct 
damages (as 
opposed to 
consequential damages, 
claims in 
respect of 
which are 
hereby waived 
by the 
Borrower and 
each other 
Loan Party 
to the 






-32-
extent permitted by applicable 
law) suffered by the Borrower 
or any Loan Party 
that are caused by 
the 
L/C Issuer’s 
failure 
to 
exercise 
care 
when 
determining 
whether 
drafts 
and 
other 
documents 
presented 
under a 
Letter of 
Credit comply 
with the 
terms thereof. 
The parties 
hereto expressly 
agree that, in 
the absence of 
gross negligence or 
willful misconduct on 
the part of 
the L/C Issuer 
(as 
determined 
by 
a 
court 
of 
competent 
jurisdiction 
by 
final 
and 
nonappealable 
judgment), 
the 
L/C Issuer shall be 
deemed to have 
exercised care in 
each such determination. 
In furtherance of 
the 
foregoing and 
without 
limiting 
the 
generality 
thereof, 
the 
parties 
agree 
that, 
with respect 
to 
documents presented which appear on their face to be in substantial compliance with the terms of 
a Letter of 
Credit, the 
L/C Issuer may, in its 
reasonable discretion, 
either accept 
and make payment 
upon such documents 
without responsibility for 
further investigation, or 
refuse to accept 
and make 
payment upon 
such documents 
if such 
documents are 
not in 
strict compliance 
with the 
terms of 
such Letter of Credit. 

 
(e) 
The Participating Interests.
 
Each Lender (other than the Lender acting as 
L/C Issuer 
in issuing 
the relevant 
Letter of 
Credit), by 
its acceptance 
hereof, severally 
agrees to 
purchase from 
the 
L/C Issuer, 
and 
the 
L/C Issuer 
hereby 
agrees 
to 
sell 
to 
each 
such 
Lender 
(a 
“Participating 
Lender”
), an undivided percentage 
participating interest (a 
“Participating Interest”)
, to the 
extent 
of its Revolver 
Percentage, in each 
Letter of Credit 
issued by, and each 
Reimbursement Obligation 
owed to, the L/C Issuer. 
Upon any failure by the Borrower 
to pay any Reimbursement Obligation 
at 
the 
time 
required 
on 
the 
date 
the 
related 
drawing 
is 
to 
be 
paid, 
as 
set 
forth 
in 
Section 2.3(c) 
above, or if 
the L/C Issuer is 
required at any 
time to return 
to the Borrower 
or to a 
trustee, receiver, 
liquidator, 
custodian 
or 
other 
Person 
any 
portion 
of 
any 
payment 
of 
any 
Reimbursement 
Obligation, each Participating 
Lender shall, not 
later than the 
Business Day it 
receives a certificate 
in the form of 
Exhibit A hereto from the 
L/C Issuer (with a copy 
to the Administrative Agent) 
to 
such 
effect, 
if 
such 
certificate 
is 
received 
before 
1:00 p.m. 
(Chicago 
time), 
or 
not 
later 
than 
1:00 p.m. 
(Chicago 
time) 
the 
following 
Business 
Day, 
if 
such 
certificate 
is 
received 
after 
such 
time, pay to 
the Administrative 
Agent for the 
account of the 
L/C Issuer an amount 
equal to such 
Participating 
Lender’s 
Revolver 
Percentage 
of 
such 
unpaid 
or 
recaptured 
Reimbursement 
Obligation together with 
interest on such 
amount accrued from 
the date the 
related payment was 
made 
by 
the 
L/C Issuer 
to 
the 
date 
of 
such 
payment 
by 
such 
Participating 
Lender 
at 
a 
rate 
per 
annum equal to: 
(i) from the date the related payment was made by 
the L/C Issuer to the date two 
(2) Business Days after 
payment by such 
Participating Lender is 
due hereunder, 
at the greater 
of 
the 
Federal 
Funds 
Rate 
and 
a 
rate 
determined 
by 
the 
Administrative 
Agent 
in 
accordance 
with 
banking 
industry 
rules 
on interbank 
compensation 
for 
each 
such day 
and 
(ii) from 
the date 
two 
(2) Business Days 
after the 
date such 
payment is 
due from 
such Participating 
Lender to 
the date 
such payment 
is made 
by such 
Participating 
Lender, 
the Base 
Rate in 
effect 
for 
each such 
day. 

Each such 
Participating Lender 
shall thereafter 
be entitled 
to receive 
its Revolver 
Percentage of 
each payment 
received in 
respect of 
the relevant 
Reimbursement Obligation 
and of 
interest paid 
thereon, with the L/C Issuer retaining its 
Revolver Percentage thereof as a 
Lender hereunder. 
The 
several 
obligations 
of 
the 
Participating 
Lenders 
to 
the 
L/C Issuer 
under 
this 
Section 
shall 
be 
absolute, irrevocable, and unconditional under 
any and all circumstances 
whatsoever and shall not 
be subject to any set-off, counterclaim or 
defense to payment which any 
Participating Lender may 
have or 
have had 
against the 
Borrower, the 
L/C Issuer, the 
Administrative Agent, 
any Lender 
or 
any other 
Person whatsoever. 
Without limiting 
the generality 
of the 
foregoing, such 
obligations 
shall not be affected by any 
Default or by any reduction 
or termination of any 
Commitment of any 






-33-
Lender, and each payment by a Participating Lender under this Section shall be 
made without any 
offset, abatement, withholding or reduction whatsoever. 

 
(f) 
Indemnification.
 
The 
Participating 
Lenders 
shall, 
to 
the 
extent 
of 
their 
respective 
Revolver Percentages, 
indemnify the 
L/C Issuer (to 
the extent 
not reimbursed 
by the 
Borrower) 
against any cost, expense (including 
reasonable counsel fees and disbursements), 
claim, demand, 
action, loss 
or liability 
(except such 
as result 
from such 
L/C Issuer’s gross 
negligence or 
willful 
misconduct 
as 
determined 
by 
a 
court 
of 
competent 
jurisdiction 
by 
final 
and 
nonappealable 
judgment) that 
the L/C Issuer 
may suffer 
or incur 
in connection 
with any 
Letter of 
Credit issued 
by it. 
The obligations of the 
Participating Lenders under this subsection 
(f) and all other parts 
of 
this Section shall survive termination of this Agreement and of all Applications, 
Letters of Credit, 
and all drafts and other documents presented in connection with drawings thereunder. 
 
(g) 
Manner of 
Requesting a 
Letter of 
Credit.
 
The Borrower 
shall provide 
at least 
five 
(5) Business 
Days’ 
advance 
written 
notice 
to 
the 
Administrative 
Agent 
of 
each 
request 
for 
the 
issuance of a 
Letter of Credit, 
such notice in 
each case to 
be accompanied by 
an Application for 
such 
Letter 
of 
Credit 
properly 
completed 
and 
executed 
by 
the 
Borrower 
and, 
in 
the 
case 
of 
an 
extension 
or 
amendment 
or 
an 
increase 
in 
the 
amount 
of 
a 
Letter 
of 
Credit, 
a 
written 
request 
therefor, 
in 
a 
form 
acceptable 
to 
the 
Administrative 
Agent 
and 
the 
L/C Issuer, 
in 
each 
case, 
together 
with 
the 
fees 
called 
for 
by 
this 
Agreement. 
The 
Administrative 
Agent 
shall 
promptly 
notify the L/C Issuer of 
the Administrative Agent’s receipt of each 
such notice (and
the L/C Issuer 
shall 
be 
entitled 
to 
assume 
that 
the 
conditions 
precedent 
to 
any 
such 
issuance, 
extension, 
amendment or 
increase have 
been satisfied 
unless notified 
to the 
contrary by 
the Administrative 
Agent or the 
Required Lenders) and 
the L/C Issuer shall 
promptly notify the 
Administrative Agent 
and the Lenders of the issuance of the Letter of Credit so requested. 

 
(h) 
Replacement of 
the L/C Issuer
. 
The L/C Issuer 
may be 
replaced at 
any time 
by written 
agreement 
among 
the 
Borrower, 
the 
Administrative 
Agent, 
the 
replaced 
L/C Issuer, 
and 
the 
successor L/C Issuer. 
The Administrative Agent shall notify 
the Lenders of any such 
replacement 
of the 
L/C Issuer. 
At the 
time any 
such replacement 
shall become 
effective, the 
Borrower shall 
pay all unpaid 
fees accrued for 
the account of 
the replaced L/C 
Issuer. 
From and after 
the effective 
date of any such replacement 
(i) the successor L/C Issuer shall have 
all the rights and obligations 
of the L/C Issuer under 
this Agreement with respect 
to Letters of Credit 
to be issued thereafter 
and 
(ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor or 
to any 
previous L/C Issuer, or to such 
successor and all previous 
L/C Issuers, as the context 
shall require. 

After 
the 
replacement 
of 
a 
L/C Issuer 
hereunder, 
the 
replaced 
L/C Issuer 
shall 
remain 
a 
party 
hereto and 
shall continue 
to have 
all the 
rights and 
obligations of 
a L/C Issuer 
under this 
Agreement 
with respect to Letters of Credit issued 
by it prior to such replacement, but 
shall not be required to 
issue additional Letters of Credit. 
Section 2.4. 
Applicable Interest Rates.
 

 
(a) 
Base Rate Loans.
 
Each Base Rate 
Loan made or 
maintained by a 
Lender shall bear 
interest (computed on the basis of a year 
of 365 or 366 days, as the case may be 
(360 days, in the 
case of clause (c) 
of the definition 
of Base 
Rate relating to 
the LIBOR 
Quoted Rate), and 
the actual 






-34-
days 
elapsed 
on 
the 
unpaid 
principal 
amount 
thereof 
from 
the 
date 
such 
Loan 
is 
advanced, 
or 
created 
by 
conversion 
from 
a 
Eurodollar 
Loan, 
until 
maturity 
(whether 
by 
acceleration 
or 
otherwise) at a rate per annum equal to 
the sum of the Applicable Margin plus the Base 
Rate from 
time 
to 
time 
in 
effect, 
payable 
by 
the 
Borrower 
on 
each 
Interest 
Payment 
Date 
and 
at 
maturity 
(whether by acceleration or otherwise). 
 
(b) 
Eurodollar Loans.
 
Each Eurodollar Loan made or maintained 
by a Lender shall bear 
interest during each Interest Period it is 
outstanding (computed on the basis of a 
year of 360 days 
and 
actual 
days 
elapsed) 
on 
the 
unpaid 
principal 
amount 
thereof 
from 
the 
date 
such 
Loan 
is 
advanced or continued, or 
created by conversion from 
a Base Rate Loan, 
until maturity (whether 
by acceleration or otherwise) at 
a rate per annum equal 
to the sum of the 
Applicable Margin plus 
the Adjusted LIBOR applicable 
for such Interest Period, payable 
by the Borrower on 
each Interest 
Payment Date and at maturity (whether by acceleration or otherwise). 

 
(c) 
Rate 
Determinations. 
 
The 
Administrative 
Agent 
shall 
determine 
each 
interest 
rate 
applicable 
to 
the 
Loans 
and 
the 
Reimbursement 
Obligations 
hereunder, 
and 
its 
determination 
thereof shall be conclusive and binding except in the case of manifest error. 

Section 2.5. 
Minimum 
Borrowing 
Amounts; 
Maximum 
Eurodollar 
Loans
. 
Each 
Borrowing 
of 
Base 
Rate 
Loans 
advanced 
under 
a 
Facility 
shall 
be 
in 
an 
amount 
not 
less 
than 
$100,000. 
Each Borrowing 
of Eurodollar 
Loans advanced, 
continued or 
converted under 
a Facility 
shall be in an amount equal to $1,000,000 or such greater amount which is an integral multiple of 
$500,000. 
Without 
the 
Administrative 
Agent’s 
consent, 
there 
shall 
not 
be 
more 
than 
ten (10) 
Borrowings of Eurodollar Loans outstanding hereunder at any one time. 

Section 2.6. 
Manner of Borrowing Loans and Designating Applicable Interest Rates.
 

 
(a) 
Notice 
to 
the 
Administrative 
Agent.
 
The 
Borrower 
shall 
give 
notice 
to 
the 
Administrative
Agent by no 
later than 12:00 noon 
(Chicago time): 
(i) at least 
three (3) Business 
Days 
before 
the 
date 
on 
which 
the 
Borrower 
requests 
the 
Lenders 
to 
advance 
a 
Borrowing 
of 
Eurodollar Loans and (ii) 
on the date the 
Borrower requests the Lenders 
to advance a 
Borrowing 
of Base Rate Loans. 
The Loans included in each 
Borrowing shall bear interest initially at 
the type 
of rate 
specified in 
such notice 
of a 
new Borrowing. 
Thereafter, subject to 
the terms 
and conditions 
hereof, the 
Borrower may 
from time 
to time 
elect to 
change or 
continue the 
type of 
interest rate 
borne by 
each Borrowing 
or, 
subject to 
the minimum 
amount requirement 
for each 
outstanding 
Borrowing 
set 
forth 
in 
Section 2.5, 
a 
portion 
thereof, 
as 
follows: 
(i) if 
such 
Borrowing 
is 
of 
Eurodollar 
Loans, 
on 
the 
last 
day 
of 
the 
Interest 
Period 
applicable 
thereto, 
the 
Borrower 
may 
continue part 
or all 
of such 
Borrowing as 
Eurodollar Loans 
or convert 
part or 
all of 
such Borrowing 
into Base 
Rate Loans 
or (ii) if 
such Borrowing 
is of 
Base Rate 
Loans, on 
any Business 
Day, 
the 
Borrower may convert all 
or part of such Borrowing 
into Eurodollar Loans for 
an Interest Period 
or Interest Periods specified by 
the Borrower. 
The Borrower shall give all 
such notices requesting 
the advance, continuation 
or conversion of 
a Borrowing to 
the Administrative
Agent by telephone, 
telecopy, or other telecommunication 
device acceptable to 
the Administrative Agent 
(which notice 
shall be irrevocable 
once given and, 
if by telephone, 
shall be promptly 
confirmed in writing 
in a 
manner 
acceptable 
to 
the 
Administrative 
Agent), 
substantially 
in 
the 
form 
attached 
hereto 
as 
Exhibit B (Notice of Borrowing) 
or Exhibit C (Notice of 
Continuation/Conversion), as applicable, 






-35-
or 
in 
such 
other 
form 
acceptable 
to 
the 
Administrative
Agent. 
Notice 
of 
the 
continuation 
of 
a 
Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion 
of part or all 
of 
a 
Borrowing 
of 
Base 
Rate 
Loans 
into 
Eurodollar 
Loans 
must 
be 
given 
by 
no 
later 
than 
12:00 noon 
(Chicago 
time) 
at 
least 
three 
(3) Business 
Days 
before 
the 
date 
of 
the 
requested 
continuation or conversion. 
All such notices concerning the advance, 
continuation or conversion 
of a 
Borrowing shall 
specify the 
date of 
the requested 
advance, continuation 
or conversion 
of a 
Borrowing 
(which 
shall 
be 
a 
Business 
Day), 
the 
amount 
of 
the 
requested 
Borrowing 
to 
be 
advanced, continued 
or converted, 
the type 
of Loans 
to comprise 
such new, continued or 
converted 
Borrowing 
and, 
if 
such 
Borrowing 
is 
to 
be 
comprised 
of 
Eurodollar 
Loans, 
the 
Interest 
Period 
applicable 
thereto. 
Upon 
notice 
to 
the 
Borrower 
by 
the 
Administrative 
Agent 
or 
the 
Required 
Lenders (or, 
in the 
case of 
an Event 
of Default 
under Section 9.1(j) 
or 9.1(k) 
with respect 
to the 
Borrower, 
without 
notice), 
no 
Borrowing of 
Eurodollar 
Loans 
shall 
be 
advanced, 
continued, 
or 
created 
by 
conversion 
if 
any 
Default 
then 
exists. 
The 
Borrower 
agrees 
that 
the 
Administrative 
Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any 
person the 
Administrative Agent 
in good 
faith believes 
is an 
Authorized Representative 
without 
the necessity of independent investigation, and in 
the event any such notice by telephone 
conflicts 
with any written confirmation such telephonic notice 
shall govern if the Administrative Agent 
has 
acted in reliance thereon. 
 
(b) 
Notice 
to 
the 
Lenders
. 
The 
Administrative 
Agent 
shall 
give 
prompt 
telephonic, 
telecopy 
or 
other 
telecommunication 
notice 
to 
each 
Lender 
of 
any 
notice 
from 
the 
Borrower 
received 
pursuant 
to 
Section 2.6(a) 
above 
and, 
if 
such 
notice 
requests 
the 
Lenders 
to 
make 
Eurodollar Loans, the Administrative Agent shall give notice to the 
Borrower and each Lender by 
like means 
of the 
interest rate applicable 
thereto promptly after 
the Administrative Agent 
has made 
such determination. 
 
(c) 
Borrower’s 
Failure 
to 
Notify. 

If 
the 
Borrower 
fails 
to 
give 
notice 
pursuant 
to 
Section 2.6(a) above 
of the 
continuation or 
conversion of 
any outstanding 
principal amount 
of a 
Borrowing of 
Eurodollar Loans 
before the 
last day 
of its 
then current 
Interest Period 
within the 
period 
required 
by 
Section 2.6(a) 
and 
such 
Borrowing 
is 
not 
prepaid 
in 
accordance 
with 
Section 2.8(a), such 
Borrowing shall 
automatically be 
converted into 
a Borrowing 
of Base 
Rate 
Loans. 
In 
the 
event 
the 
Borrower 
fails 
to 
give 
notice 
pursuant 
to 
Section 2.6(a) 
above 
of 
a 
Borrowing 
equal 
to 
the 
amount 
of 
a 
Reimbursement 
Obligation 
and 
has 
not 
notified 
the 
Administrative Agent by 
12:00 noon (Chicago time) 
on the day 
such Reimbursement Obligation 
becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed 
under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate 
Loans under 
the Revolving 
Facility (or, at 
the option 
of the 
Swingline Lender, under 
the Swingline) 
on such day in the 
amount of the Reimbursement Obligation 
then due, which Borrowing shall 
be 
applied to pay the Reimbursement Obligation then due. 
 
(d) 
Disbursement of Loans
. 
Not later 
than 2:00 p.m. (Chicago 
time) on 
the date of 
any 
requested advance of a new Borrowing, subject to Section 7, each Lender shall make available its 
Loan comprising part of such Borrowing in funds immediately 
available at the principal office of 
the Administrative 
Agent in 
Chicago, Illinois 
(or at 
such other 
location as 
the Administrative 
Agent 
shall 
designate). 
The 
Administrative 
Agent 
shall 
make 
the 
proceeds 
of 
each 
new 
Borrowing 
available to the Borrower at the Administrative Agent’s principal office in Chicago, Illinois (or at 






-36-
such other location 
as the 
Administrative Agent shall 
designate), by depositing 
or wire 
transferring 
such 
proceeds 
to 
the 
credit 
of 
the 
Borrower’s 
Designated 
Disbursement 
Account 
or 
as 
the 
Borrower and the Administrative Agent may otherwise agree.
 
(e) 
Administrative Agent Reliance on 
Lender Funding.
 
Unless the Administrative Agent 
shall have been notified 
by a Lender prior 
to (or, in 
the case of a 
Borrowing of Base Rate 
Loans, 
by 1:00 p.m. (Chicago time) on) 
the date on which such Lender 
is scheduled to make payment to 
the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) 
that such 
Lender does 
not intend 
to make 
such payment, 
the Administrative 
Agent may 
assume 
that such Lender has made such payment when due and the Administrative Agent may in reliance 
upon such assumption (but 
shall not be required to) 
make available to the Borrower 
the proceeds 
of the Loan 
to be made 
by such Lender 
and, if any 
Lender has not 
in fact made 
such payment to 
the 
Administrative 
Agent, 
such 
Lender 
shall, 
on 
demand, 
pay 
to 
the 
Administrative 
Agent 
the 
amount made available to the Borrower attributable 
to such Lender together with interest thereon 
in respect of each day 
during the period commencing 
on the date such amount 
was made available 
to 
the 
Borrower 
and 
ending 
on 
(but 
excluding) 
the 
date 
such 
Lender 
pays 
such 
amount 
to 
the 
Administrative Agent at 
a rate per 
annum equal to: 
(i) from the date 
the related advance 
was made 
by the 
Administrative Agent 
to the 
date two 
(2) Business Days 
after payment 
by such 
Lender is 
due hereunder, the greater of 
the Federal Funds Rate and a rate determined by the 
Administrative 
Agent in accordance 
with banking industry 
rules on interbank 
compensation for each 
such day and 
(ii) from the date 
two (2) Business 
Days after 
the date such 
payment is 
due from 
such Lender to 
the date such payment is made by such Lender, the Base Rate in effect for each such day. 
If such 
amount is not received from 
such Lender by the 
Administrative Agent immediately upon 
demand, 
the 
Borrower 
will, 
on 
demand, 
repay 
to 
the 
Administrative 
Agent 
the 
proceeds 
of 
the 
Loan 
attributable 
to 
such 
Lender 
with 
interest 
thereon 
at 
a 
rate 
per 
annum 
equal 
to 
the 
interest 
rate 
applicable 
to 
the 
relevant 
Loan, 
but 
without 
such 
payment 
being 
considered 
a 
payment 
or 
prepayment 
of 
a 
Loan 
under 
Section 4.5 
so 
that 
the 
Borrower 
will 
have no 
liability 
under 
such 
Section with respect 
to such payment. 
Any payment by 
the Borrower shall 
be without prejudice 
to any claim the Borrower may have 
against a Lender that shall have failed 
to make such payment 
to the Administrative Agent. 
 
Section 2.7. 
Maturity of Loans
. 

 
(a) 
Revolving Loans.
 
Each Revolving Loan, both for principal and interest not sooner 
paid, shall mature and 
be due and payable 
by the Borrower on 
the Revolving Credit Termination 
Date. 

 
(b) 
Swingline Loans
. 
Each Swingline Loan, both for principal 
and interest not sooner 
paid, shall mature and 
be due and payable 
by the Borrower on 
the Revolving Credit Termination 
Date. 

Section 2.8. 
Prepayment. 
(a)
 
Optional
. 
The Borrower may 
prepay in whole 
or in 
part (but, 
if in 
part, then: 
(i) if 
such Borrowing is 
of Base Rate 
Loans, in an 
amount not less 
than $100,000, (ii) if 
such Borrowing 
is of Eurodollar 
Loans, in an 
amount not less 
than $500,000, and 
(iii) in each case, 
in an amount 






-37-
such 
that 
the 
minimum 
amount 
required 
for 
a 
Borrowing 
pursuant 
to 
Sections 2.2(b) 
and 
2.5 
remains outstanding) 
upon not less 
than three 
(3) Business Days prior 
notice by 
the Borrower to 
the Administrative Agent in the 
case of any prepayment of 
a Borrowing of Eurodollar Loans and 
notice delivered by 
the Borrower to 
the Administrative Agent 
no later than 12:00 
noon (Chicago 
time) on the 
date of prepayment 
in the case 
of a Borrowing 
of Base Rate 
Loans (or, 
in any case, 
such shorter 
period of 
time then 
agreed to 
by the 
Administrative Agent), 
such prepayment 
to be 
made by 
the payment 
of the 
principal amount 
to be 
prepaid and, 
in the 
case of 
any Incremental 
Term 
Loans, any Eurodollar Loans or Swingline Loans, accrued interest thereon 
to the date fixed 
for prepayment plus any amounts due the Lenders under Section 4.5. 

 
(b) 
Mandatory
. 
(i) The Borrower shall, 
on each date 
the Revolving Credit 
Commitments 
are 
reduced 
pursuant 
to 
Section 2.11, 
prepay 
the 
Swingline 
Loans, 
Revolving 
Loans, 
and, 
if 
necessary, prefund 
the L/C Obligations by the amount, 
if any, 
necessary to reduce the sum 
of the 
aggregate 
principal 
amount 
of 
Swingline 
Loans, 
Revolving 
Loans, 
and 
L/C Obligations 
then 
outstanding to the amount to which the Revolving Credit Commitments have been so reduced. 

 
(ii) 
If the 
Borrower or 
any Subsidiary 
shall at 
any time 
or from 
time to 
time make 
or agree 
to make a Disposition 
(other than a Disposition 
permitted pursuant to Section 
8.10 hereof) or shall 
suffer an Event of Loss with 
respect to any Property, 
then the Borrower shall promptly notify the 
Administrative Agent of such proposed Disposition or Event 
of Loss (including the amount of the 
estimated Net Cash 
Proceeds to be 
received by the 
Borrower or such 
Subsidiary in respect 
thereof) 
and, promptly upon receipt by the Borrower or such Subsidiary 
of the Net Cash Proceeds of such 
Disposition or 
Event of 
Loss, the 
Borrower shall prepay 
the Obligations 
in an aggregate 
amount 
equal to 
100% of 
the amount 
of all 
such Net 
Cash Proceeds; 
provided
 
that (x) so 
long as 
no Default 
then 
exists, 
this 
subsection 
shall 
not 
require 
any 
such 
prepayment 
with 
respect 
to 
Net 
Cash 
Proceeds received on account of an 
Event of Loss so long as 
such Net Cash Proceeds are applied 
to replace or 
restore the relevant 
Property in accordance 
with the relevant 
Collateral Documents, 
(y) this 
subsection 
shall 
not 
require 
any 
such 
prepayment 
with 
respect 
to 
Net 
Cash 
Proceeds 
received 
on 
account 
of 
Dispositions 
during 
any 
fiscal 
year 
of 
the 
Borrower 
not 
exceeding 
$10,000,000 
in 
the 
aggregate 
so 
long 
as 
no 
Default 
then 
exists, 
and 
(z) in 
the 
case 
of 
any 
Disposition not 
covered by 
clause (y) 
above, so 
long as 
no Default 
then exists, 
if 
the Borrower 
states in its 
notice of such 
event that the 
Borrower or the 
relevant Subsidiary intends 
to reinvest, 
within 180 days of 
the applicable Disposition, 
the Net Cash 
Proceeds thereof 
in assets 
similar to 
the assets which were 
subject to such Disposition, 
then the Borrower shall 
not be required to 
make 
a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the 
extent 
such Net 
Cash Proceeds 
are actually 
reinvested in 
such similar 
assets with 
such 180-day 
period. 

Promptly after the 
end of such 
180-day period, the 
Borrower shall notify 
the Administrative Agent 
whether the 
Borrower or such 
Subsidiary has reinvested 
such Net Cash 
Proceeds in such 
similar 
assets, and, to the extent such Net Cash Proceeds 
have not been so reinvested, the Borrower shall 
promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. 
The 
amount of each 
such prepayment shall 
be applied, subject 
to Section 2.8(b)(v) 
below, 
first to the 
outstanding Incremental Term Loans, if any, 
on a ratable basis based on the outstanding principal 
amounts 
thereof, 
and 
then 
to 
the 
Revolving 
Facility, 
but 
without 
a 
reduction 
of 
the 
Revolving 
Credit Commitments. 
If the 
Administrative Agent 
or the 
Required Lenders 
so request, 
all proceeds 
of such 
Disposition or 
Event of 
Loss shall 
be deposited 
with the 
Administrative Agent 
(or its 
agent) 
and held by 
it in the 
Collateral Account. 
So long as 
no Default exists, 
the Administrative Agent 






-38-
is authorized to disburse amounts representing such proceeds from the Collateral Account to or at 
the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding 
or restoring such Property. 
 
(iii) 
If 
after 
the 
Closing 
Date 
the 
Borrower 
or 
any 
Subsidiary 
shall 
issue 
new 
equity 
securities 
(whether 
common 
or 
preferred 
stock 
or 
otherwise), 
other 
than 
Excluded 
Equity 
Issuances, the Borrower shall 
promptly notify the Administrative 
Agent of the estimated 
Net Cash 
Proceeds of such issuance to be received by 
or for the account of the Borrower or such 
Subsidiary 
in 
respect 
thereof. 
Promptly 
upon 
receipt 
by 
the 
Borrower 
or 
such 
Subsidiary 
of 
Net 
Cash 
Proceeds of 
such issuance, 
the Borrower 
shall prepay 
the Obligations 
in an 
aggregate amount 
equal 
to 100% of the amount of 
such Net Cash Proceeds. 
The amount of each such prepayment shall 
be 
applied, 
subject 
to 
Section 2.8(b)(v) 
below, 
first 
to 
the 
outstanding 
Incremental 
Term 
Loans, 
if 
any, 
on 
a 
ratable 
basis 
based 
on 
the 
outstanding 
principal 
amounts 
thereof, 
and 
then 
to 
the 
Revolving Facility, but without a reduction of 
the Revolving Credit Commitments. 
The Borrower 
acknowledges that its 
performance hereunder shall 
not limit the 
rights and remedies 
of the Lenders 
for any 
breach of 
Section 8.11 (Maintenance of 
Subsidiaries) or 
Section 9.1(i) (Change 
of Control) 
or any other terms of the Loan Documents. 

 
(iv) 
If after the 
Closing Date 
the Borrower 
or any Subsidiary 
shall issue 
any Indebtedness, 
other 
than 
Indebtedness 
permitted 
by 
Section 8.7, 
the 
Borrower 
shall 
promptly 
notify 
the 
Administrative Agent 
of the 
estimated Net 
Cash Proceeds 
of such 
issuance to 
be received 
by or 
for the account 
of the Borrower 
or such Subsidiary 
in respect thereof. 
Promptly upon receipt 
by 
the Borrower or 
such Subsidiary of 
Net Cash Proceeds 
of such issuance, 
the Borrower shall 
prepay 
the Obligations in an aggregate amount equal 
to 100% of the amount of such 
Net Cash Proceeds. 

The amount of each such prepayment shall 
be applied, subject to Section 2.8(b)(v) below, 
first to 
the 
outstanding 
Incremental 
Term 
Loans, 
if 
any, 
on 
a 
ratable 
basis 
based 
on 
the 
outstanding 
principal 
amounts 
thereof, 
and 
then 
to 
the 
Revolving 
Facility, 
but 
without 
a 
reduction 
of 
the 
Revolving 
Credit 
Commitments. 
The 
Borrower 
acknowledges 
that 
its 
performance 
hereunder 
shall not 
limit the 
rights and 
remedies of 
the Lenders 
for any 
breach of 
Section 8.7 or 
any other 
terms of the Loan Documents. 
 
(v) 
Unless 
the 
Borrower 
otherwise 
directs, 
prepayments 
of 
Loans 
under 
this 
Section 2.8(b) shall be 
applied first 
to Borrowings 
of Base Rate 
Loans until payment 
in full 
thereof 
with any 
balance applied 
to Borrowings 
of Eurodollar 
Loans in 
the order 
in which 
their Interest 
Periods expire. 
Each prepayment of 
Loans under this 
Section 2.8(b) shall 
be made by 
the payment 
of the principal amount to be prepaid and, in the case of any Incremental Term 
Loans, Eurodollar 
Loans or 
Swingline Loans, 
accrued interest 
thereon to 
the date 
of prepayment 
together with 
any 
amounts due the Lenders under 
Section 4.5. 
Each prefunding of L/C Obligations shall 
be made in 
accordance with Section 9.4. 

 
(c) 
Any 
amount 
of 
Swingline 
Loans 
and 
Revolving 
Loans 
paid 
or 
prepaid 
before 
the 
Revolving Credit 
Termination 
Date may, 
subject to 
the terms 
and conditions 
of this 
Agreement, 
be borrowed, repaid and borrowed again. 
No amount of the Incremental Term Loans, if any, paid 
or prepaid may be reborrowed, 
and, in the case of any 
partial prepayment, such prepayment shall 
be applied to the remaining payments on all Incremental 
Term Loans in inverse order of maturity. 






-39-
Section 2.9. 
Default 
Rate. 

Notwithstanding 
anything 
to 
the 
contrary 
contained 
herein, 
while any 
Event of 
Default exists 
or after 
acceleration, the 
Borrower shall 
pay interest 
(after as 
well as before entry 
of judgment thereon to 
the extent permitted by 
law) on the principal 
amount 
of all Loans and 
Reimbursement Obligations, letter of 
credit fees and other 
amounts at a rate 
per 
annum equal to: 
 
(a) 
for 
any Base 
Rate Loan 
or any 
Swingline Loan 
bearing interest 
based on 
the Base Rate, the 
sum of 2.0% 
plus 
the Applicable Margin 
plus 
the Base Rate from time 
to time in effect; 

 
(b) 
for 
any 
Eurodollar 
Loan 
or 
any 
Swingline 
Loan 
bearing 
interest 
at 
the 
Administrative 
Agent’s 
Quoted 
Rate, 
the 
sum 
of 
2.0% 
plus 
the 
rate 
of 
interest 
in 
effect 
thereon at the time of such Event of 
Default until the end of the Interest 
Period applicable 
thereto and, 
thereafter, 
at a 
rate per 
annum equal 
to the 
sum of 
2.0% 
plus 
the Applicable 
Margin for Base Rate Loans 
plus 
the Base Rate from time to time in effect; 
 
(c) 
for any Reimbursement Obligation, 
the sum of 2.0% 
plus 
the amounts due 
under Section 2.3 with respect to such Reimbursement Obligation; 

 
(d) 
for any Letter of 
Credit, the sum of 
2.0% 
plus 
the L/C Participation Fee 
due 
under Section 3.1(b) with respect to such Letter of Credit; and 
 
(e) 
for any 
other amount 
owing hereunder 
not covered 
by clauses 
(a) through 
(d) above, the sum of 2% 
plus
 
the Applicable Margin 
plus
 
the Base Rate from time to 
time 
in effect; 
provided, 
however, 
that 
in 
the 
absence 
of 
acceleration 
pursuant 
to 
Section 9.2 
or 
9.3, 
any 
adjustments 
pursuant 
to 
this 
Section shall 
be made 
at 
the 
election 
of the 
Administrative 
Agent, 
acting 
at 
the 
request 
or 
with 
the 
consent 
of 
the 
Required 
Lenders, 
with 
written 
notice 
to 
the 
Borrower 
(which 
election 
may 
be 
retroactively 
effective 
to 
the 
date 
of 
such 
Event 
of 
Default). 

While any 
Event of 
Default exists 
or after 
acceleration, interest 
shall be 
paid on 
demand of 
the 
Administrative Agent at the request or with the consent of the Required Lenders. 

Section 2.10. 
Evidence of 
Indebtedness.
 
(a) Each Lender 
shall maintain 
in accordance 
with 
its 
usual 
practice 
an 
account 
or 
accounts 
evidencing 
the 
indebtedness 
of 
the 
Borrower 
to 
such 
Lender resulting from each 
Loan made by such 
Lender from time to 
time, including the amounts 
of principal and interest payable and paid to such Lender from time to time hereunder. 
 
(b) 
The Administrative Agent shall also maintain accounts in which it will record (i) the 
amount of each 
Loan made hereunder, the 
type thereof and 
the Interest Period 
with respect thereto, 
(ii) the amount of any 
principal or interest due 
and payable or to 
become due and payable 
from the 
Borrower to 
each Lender 
hereunder and 
(iii) the amount 
of any 
sum received 
by the 
Administrative 
Agent hereunder from the Borrower and each Lender’s share thereof. 
 
(c) 
The entries maintained in 
the accounts maintained 
pursuant to subsections (a) and 
(b) 
above 
shall 
be 
prima 
facie
 
evidence 
of 
the 
existence 
and 
amounts 
of 
the 
Obligations 
therein 






-40-
recorded; 
provided, 
however, 
that 
the 
failure 
of 
the 
Administrative 
Agent 
or 
any 
Lender 
to 
maintain such 
accounts or 
any error 
therein shall 
not in 
any manner 
affect 
the obligation 
of the 
Borrower to repay the Obligations in accordance with their terms. 
 
(d) 
Any Lender may request 
that its Loans be 
evidenced by a promissory 
note or notes in 
the forms of 
Exhibit D-1 (in 
the case of 
its Revolving Loans 
and referred to 
herein as a 
“Revolving 
Note”
), or D-2 
(in the case 
of its Swingline 
Loans and referred 
to herein as 
a 
“Swing Note”
), as 
applicable (the Revolving 
Notes and Swing 
Note being hereinafter 
referred to collectively 
as the 
“Notes”
 
and individually 
as a 
“Note”
). 
In such 
event, the 
Borrower shall 
prepare, execute 
and 
deliver to such Lender a 
Note payable to such Lender 
or its registered assigns in 
the amount of the 
relevant Commitment, or 
Swingline Sublimit, as 
applicable. 
Thereafter, the 
Loans evidenced by 
such Note or Notes and interest thereon 
shall at all times (including after any 
assignment pursuant 
to 
Section 13.2) 
be 
represented 
by 
one 
or 
more 
Notes 
payable to 
the 
order 
of 
the 
payee 
named 
therein 
or 
any 
assignee 
pursuant 
to 
Section 13.2, 
except 
to 
the 
extent 
that 
any 
such 
Lender 
or 
assignee subsequently 
returns any 
such Note 
for cancellation 
and requests 
that such 
Loans once 
again be evidenced as described in subsections (a) and (b) above. 
Section 2.11. 
Commitment Terminations 
. 
 
(a) 
Optional Revolving 
Credit 
Terminations. 

The Borrower 
shall have 
the right 
at any 
time and from time to 
time, upon five (5) Business Days 
prior written notice to the 
Administrative 
Agent 
(or 
such 
shorter 
period 
of 
time 
agreed 
to 
by 
the 
Administrative 
Agent), 
to 
terminate 
the 
Revolving Credit 
Commitments without 
premium or 
penalty and 
in whole 
or in 
part, any 
partial 
termination 
to 
be 
(i) in 
an 
amount 
not 
less 
than 
$5,000,000 
or 
any 
whole 
multiple 
thereof 
and 
(ii) allocated ratably 
among the 
Lenders in 
proportion to 
their respective 
Revolver 
Percentages, 
provided that the Revolving 
Credit Commitments may not 
be reduced to an 
amount less than the 
sum of 
the aggregate 
principal amount 
of Swingline 
Loans, Revolving 
Loans, and 
L/C Obligations 
then outstanding. 
Any termination of the 
Revolving Credit Commitments below 
the L/C Sublimit 
or the Swingline Sublimit then in effect shall 
reduce the L/C Sublimit and Swingline Sublimit, as 
applicable, by a like 
amount. 
The Administrative Agent shall 
give prompt notice to each 
Lender 
of any such termination of the Revolving Credit Commitments. 
 
(b) 
Any termination of the Revolving Credit Commitments pursuant to this Section may 
not be reinstated. 
Section 2.12. 
Replacement 
of 
Lenders
. 
If 
any 
Lender 
requests 
compensation 
under 
Section 4.4, or if the Borrower is required to pay any Indemnified Taxes 
or additional amounts to 
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.1 
and, in each case, 
such Lender has declined 
or is unable to 
designate a different 
lending office in 
accordance with Section 4.7, 
or if any 
Lender is a 
Defaulting Lender or 
a Non-Consenting Lender, 
then 
the 
Borrower 
may, 
at 
its 
sole 
expense 
and 
effort, 
upon 
notice 
to 
such 
Lender 
and 
the 
Administrative Agent, 
require such 
Lender to 
assign and 
delegate, without 
recourse (in 
accordance 
with and subject to the restrictions contained in, and consents required by, Section 13.2), all of its 
interests, rights (other 
than its existing 
rights to payments 
pursuant to Section 4.1 
or Section 4.4) 
and obligations 
under this Agreement 
and the 
related Loan 
Documents to an 
Eligible Assignee that 






-41-
shall assume 
such obligations 
(which assignee 
may be 
another Lender, 
if a 
Lender accepts 
such 
assignment); 
provided 
that: 
 
(i) 
the Borrower 
shall have 
paid to 
the Administrative 
Agent the 
assignment 
fee (if any) specified in Section 13.2;
 
(ii) 
such 
Lender 
shall 
have 
received 
payment 
of 
an 
amount 
equal 
to 
the 
outstanding principal 
of its 
Loans and 
funded participations 
in L/C 
Obligations, accrued 
interest thereon, accrued fees 
and all other amounts 
payable to it hereunder 
and under the 
other Loan Documents (including any amounts under Section
4.5 as if the Loans owing to 
it were prepaid 
rather than assigned) 
from the assignee 
(to the extent 
of such outstanding 
principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 
(iii) 
in the case of any such assignment 
resulting from a claim for compensation 
under 
Section 4.4 
or 
payments 
required 
to 
be 
made 
pursuant 
to 
Section 4.1, 
such 
assignment will result in a reduction in such compensation or payments thereafter; 
 
(iv) 
such assignment does not conflict with applicable law; and 
 
(v) 
in 
the 
case 
of 
any 
assignment 
resulting 
from 
a 
Lender 
becoming 
a 
Non-Consenting 
Lender, 
the 
applicable 
assignee 
shall 
have 
consented 
to 
the 
applicable 
amendment, waiver or consent. 
A Lender shall not be 
required to make any such 
assignment or delegation if, prior 
thereto, 
as a 
result of 
a waiver 
by such 
Lender or 
otherwise, the 
circumstances entitling 
the Borrower 
to 
require such assignment and delegation cease to apply. 
Section 2.13. 
Defaulting Lenders. 
 
(a) 
Defaulting Lender Adjustments.
 
Notwithstanding anything to the contrary contained 
in 
this 
Agreement, 
if 
any 
Lender 
becomes 
a 
Defaulting 
Lender, 
then, 
until 
such 
time 
as 
such 
Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 
(i) 
Waivers 
and Amendments
. 
Such Defaulting 
Lender’s 
right to 
approve 
or 
disapprove 
any 
amendment, 
waiver 
or 
consent 
with 
respect 
to 
this 
Agreement 
shall 
be 
restricted as set forth in the definition of Required Lenders. 

 
(ii) 
Defaulting 
Lender 
Waterfall
. 
Any 
payment 
of 
principal, 
interest, 
fees 
or 
other 
amounts 
received 
by 
the 
Administrative 
Agent 
for 
the account 
of 
such 
Defaulting 
Lender (whether voluntary or 
mandatory, 
at maturity, 
pursuant to Section 9 or 
otherwise) 
or received 
by the 
Administrative Agent 
from a 
Defaulting Lender 
pursuant to 
Section 13.7 
hereto shall be 
applied at such 
time or times 
as may be 
determined by the 
Administrative 
Agent as follows: 
first
, to the 
payment of any 
amounts owing by 
such Defaulting Lender 
to the Administrative 
Agent hereunder; 
second
, to the 
payment on a 
pro rata basis 
of any 
amounts 
owing 
by 
such 
Defaulting 
Lender 
to 
any 
L/C 
Issuer 
or 
the 
Swingline 
Lender 
hereunder; 
third
, to Cash Collateralize the L/C Issuer’s 
Fronting Exposure with respect to 






-42-
such 
Defaulting 
Lender 
in 
accordance 
with 
Section 2.14; 
fourth
, 
as 
the 
Borrower 
may 
request (so long as no Default exists), to the funding of any Loan in respect of which such 
Defaulting Lender has 
failed to fund its 
portion thereof as required 
by this Agreement, as 
determined 
by 
the 
Administrative 
Agent; 
fifth
, 
if 
so 
determined 
by 
the 
Administrative 
Agent and the 
Borrower, to 
be held in 
a deposit account 
and released pro 
rata in 
order to 
(x) satisfy 
such 
Defaulting 
Lender’s 
potential 
future 
funding 
obligations 
with 
respect 
to 
Loans 
under this 
Agreement 
and 
(y) Cash 
Collateralize 
the L/C 
Issuer’s 
future 
Fronting 
Exposure with 
respect to 
such Defaulting 
Lender with 
respect to 
future Letters 
of Credit 
issued under this Agreement, 
in accordance with Section 2.14; 
sixth
, to the 
payment of any 
amounts owing 
to the 
Lenders, the 
L/C Issuer 
or the 
Swingline Lender 
as a 
result of 
any 
judgment of 
a court 
of competent 
jurisdiction obtained 
by any 
Lender, 
the L/C 
Issuer or 
the 
Swingline 
Lender 
against 
such 
Defaulting 
Lender 
as 
a 
result 
of 
such 
Defaulting 
Lender’s 
breach 
of 
its 
obligations 
under 
this 
Agreement; 
seventh
, 
so 
long as 
no 
Default 
exists, to the 
payment of any 
amounts owing to 
the Borrower as 
a result of 
any judgment 
of 
a 
court 
of 
competent 
jurisdiction 
obtained 
by 
the 
Borrower 
against 
such 
Defaulting 
Lender 
as 
a 
result 
of 
such 
Defaulting 
Lender’s 
breach 
of 
its 
obligations 
under 
this 
Agreement; and 
eighth
, to 
such Defaulting 
Lender or 
as otherwise 
directed by 
a court 
of 
competent 
jurisdiction; 
provided
 
that 
if 
(x) 
such 
payment 
is 
a 
payment 
of 
the 
principal 
amount of any 
Loans or L/C 
Obligations in 
respect of 
which such Defaulting 
Lender has 
not fully funded its appropriate share, and (y) such Loans were made or 
the related Letters 
of Credit were issued 
at a time when 
the conditions set forth 
in Section 7.1 were satisfied 
or waived, such payment shall be 
applied solely to pay the Loans of, 
and L/C Obligations 
owed 
to, 
all 
Non-Defaulting 
Lenders 
on 
a 
pro 
rata 
basis 
prior 
to 
being 
applied 
to 
the 
payment of any 
Loans of, or 
L/C Obligations owed to, 
such Defaulting Lender 
until such 
time as 
all Loans 
and funded 
and unfunded 
participations in 
L/C Obligations 
and Swingline 
Loans are held by 
the Lenders pro rata 
in accordance with their 
Percentages of the relevant 
Commitments 
without 
giving 
effect 
to 
Section 2.13(a)(iv) 
below. 
Any 
payments, 
prepayments or other amounts 
paid or payable to a 
Defaulting Lender that are 
applied (or 
held) to pay 
amounts owed by 
a Defaulting Lender or 
to post Cash 
Collateral pursuant to 
this Section 2.13(a)(ii) shall be deemed paid to 
and redirected by such Defaulting Lender, 
and each Lender irrevocably consents hereto. 
 
(iii) 
Certain Fees
. 

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

 
(B) 
Each Defaulting 
Lender shall 
be entitled 
to receive 
L/C Participation 
Fees for 
any period 
during which 
that Lender 
is a 
Defaulting Lender 
only to 
the 
extent allocable to 
its Percentage of 
the stated 
amount of 
Letters of 
Credit for 
which 
it has provided Cash Collateral pursuant to Section 2.14. 
 
(C) 
With respect to any L/C Participation Fee not required to be paid to 
any Defaulting Lender pursuant to 
clause (B) above, the Borrower shall (x) pay 
to 






-43-
each Non-Defaulting Lender that 
portion of any 
such fee otherwise payable 
to such 
Defaulting 
Lender 
with 
respect 
to 
such 
Defaulting 
Lender’s 
participation 
in 
L/C Obligations 
or 
Swingline 
Loans 
that 
has 
been 
reallocated 
to 
such 
Non-Defaulting Lender 
pursuant to 
clause (iv) below, 
(y) pay 
to each 
L/C Issuer 
and Swingline Lender, as applicable, 
the amount of any 
such fee otherwise payable 
to such Defaulting Lender to the extent 
allocable to such L/C Issuer’s or Swingline 
Lender’s Fronting 
Exposure to such 
Defaulting Lender, 
and (z) not 
be required to 
pay the remaining amount of any such fee.
 
(iv) 
Reallocation 
of 
Participations 
to 
Reduce 
Fronting 
Exposure
. 
All 
or 
any 
part 
of 
such 
Defaulting 
Lender’s 
participation 
in 
L/C 
Obligations 
and 
Swingline 
Loans 
shall be reallocated 
among the Non-Defaulting 
Lenders in accordance 
with their respective 
Percentages 
of 
the 
relevant 
Commitments 
(calculated 
without 
regard 
to 
such 
Defaulting 
Lender’s 
Commitments) 
but 
only 
to 
the 
extent 
that 
(x) 
the 
conditions 
set 
forth 
in 
Section 7.1 
are 
satisfied at 
the 
time of 
such 
reallocation 
(and, unless 
the Borrower 
shall 
have 
otherwise 
notified 
the 
Administrative 
Agent 
at 
such 
time, 
the 
Borrower 
shall 
be 
deemed to have represented and warranted that such conditions are satisfied at such time), 
and (y) 
such reallocation 
does not 
cause 
the aggregate 
Revolving Loans 
and interests 
in 
L/C 
Obligations 
and 
Swingline 
Loans 
of 
any 
Non-Defaulting 
Lender 
to 
exceed 
such 
Non-Defaulting 
Lender’s 
Revolving 
Credit 
Commitment. 
Subject 
to 
Section 13.21, 
no 
reallocation 
hereunder 
shall 
constitute 
a 
waiver 
or 
release 
of 
any 
claim 
of 
any 
party 
hereunder 
against 
a 
Defaulting 
Lender 
arising 
from 
that 
Lender 
having 
become 
a 
Defaulting 
Lender, 
including 
any 
claim 
of 
a 
Non-Defaulting 
Lender 
as 
a 
result 
of 
such 
Non-Defaulting Lender’s increased exposure following such reallocation. 
 
(v) 
Cash 
Collateral; 
Repayment 
of 
Swingline 
Loans
. 
If 
the 
reallocation 
described in clause 
(iv) above cannot, 
or can only 
partially, be effected, the Borrower 
shall, 
without prejudice 
to any 
right or 
remedy available 
to them 
hereunder or 
under law, (x) first, 
prepay Swingline Loans in an amount equal to the 
Swing Lender’s Fronting Exposure and 
(y) second, Cash Collateralize 
the L/C Issuer’s 
Fronting Exposure in accordance 
with the 
procedures set forth in Section 2.14. 
 
(b) 
Defaulting Lender 
Cure
. 
If the 
Borrower, 
the Administrative 
Agent, the 
Swingline 
Lender and 
each L/C 
Issuer agree 
in writing 
that a 
Lender is 
no longer 
a Defaulting 
Lender, 
the 
Administrative Agent will 
so notify the 
parties hereto, whereupon 
as of the 
effective date specified 
in such 
notice and 
subject to 
any conditions 
set forth 
therein (which 
may include 
arrangements 
with respect to any Cash 
Collateral), that Lender will, 
to the extent applicable, purchase 
at par that 
portion of outstanding Loans of the other 
Lenders or take such other actions as the 
Administrative 
Agent may determine to be necessary to 
cause the Loans and funded and unfunded 
participations 
in Letters 
of Credit 
and Swingline 
Loans to 
be held 
pro rata 
by the 
Lenders in 
accordance with 
their 
respective 
Percentages 
of 
the 
relevant 
Commitments 
(without 
giving 
effect 
to 
Section 2.13(a)(iv)), whereupon such 
Lender will cease 
to be a 
Defaulting Lender; 
provided
 
that 
no adjustments will be made retroactively 
with respect to fees accrued or 
payments made by or on 
behalf 
of 
the 
Borrower 
while 
that 
Lender 
was 
a 
Defaulting 
Lender; 
and 
provided
, 
further
, 
that 
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from 






-44-
Defaulting Lender 
to Lender 
will constitute 
a waiver 
or release 
of any 
claim of 
any party 
hereunder 
arising from that Lender’s having been a Defaulting Lender. 
 
(c) 
New 
Swingline 
Loans/Letters 
of 
Credit
. 
So 
long 
as 
any 
Lender 
is 
a 
Defaulting 
Lender, 
(i) the Swingline 
Lender shall 
not be 
required to 
fund any 
Swingline 
Loans unless 
it is 
satisfied 
that 
it 
will 
have 
no 
Fronting 
Exposure 
after 
giving 
effect 
to 
such 
Swingline 
Loan 
and 
(ii) no L/C Issuer shall be required 
to issue, extend, renew or increase 
any Letter of Credit unless 
it is satisfied that it will have no Fronting Exposure after giving effect thereto.
Section 2.14. 
Cash Collateral for 
Fronting Exposure. 

At any time 
that there shall 
exist a 
Defaulting 
Lender, 
within 
one (1) 
Business 
Day 
following 
the 
written 
request 
of 
the 
Administrative Agent or 
any L/C Issuer 
(with a copy 
to the Administrative 
Agent) the Borrower 
shall Cash 
Collateralize the 
L/C Issuers’ 
Fronting Exposure 
with respect 
to such 
Defaulting Lender 
(determined after 
giving effect 
to Section 
2.13(a)(iv) and 
any Cash 
Collateral provided 
by such 
Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
 
(a) 
Grant 
of 
Security 
Interest
. 
The 
Borrower, 
and 
to 
the 
extent 
provided 
by 
any 
Defaulting 
Lender, 
such 
Defaulting 
Lender, 
hereby 
grants 
to 
the 
Administrative 
Agent, 
for 
the 
benefit of the L/C 
Issuers, and agree to 
maintain, a first priority 
security interest in all 
such Cash 
Collateral as security 
for such Defaulting 
Lender’s obligation 
to fund participations 
in respect of 
L/C 
Obligations, 
to 
be 
applied 
pursuant 
to 
clause (b) 
below. 
If 
at 
any 
time 
the 
Administrative 
Agent determines that Cash Collateral is subject to any 
right or claim of any Person other than the 
Administrative Agent and 
the L/C Issuers 
as herein provided, 
or that the 
total amount of 
such Cash 
Collateral is 
less than 
the Minimum 
Collateral Amount, 
the Borrower 
shall, promptly 
upon demand 
by 
the 
Administrative 
Agent, 
pay 
or 
provide 
to 
the 
Administrative 
Agent 
additional 
Cash 
Collateral 
in 
an 
amount 
sufficient 
to 
eliminate 
such 
deficiency 
(after 
giving 
effect 
to 
any 
Cash 
Collateral provided by the Defaulting Lender). 
 
(b) 
Application
. 
Notwithstanding anything to the contrary contained in 
this Agreement, 
Cash 
Collateral 
provided 
under 
this 
Section 2.14 
or 
Section 2.13 
in 
respect 
of 
Letters 
of 
Credit 
shall be applied 
to the satisfaction 
of the Defaulting Lender’s 
obligation to fund 
participations in 
respect of L/C Obligations (including, as to Cash Collateral provided by a 
Defaulting Lender, any 
interest accrued 
on such 
obligation) for 
which the 
Cash Collateral 
was so 
provided, prior 
to any 
other application of such property as may otherwise be provided for herein. 
 
(c) 
Termination 
of 
Requirement
. 
Cash 
Collateral 
(or 
the 
appropriate 
portion 
thereof) 
provided to reduce 
any L/C Issuer’s 
Fronting Exposure 
shall no longer 
be required 
to be held 
as 
Cash 
Collateral 
pursuant 
to 
this 
Section 2.14(c) 
following 
(A) the 
elimination 
of 
the 
applicable 
Fronting 
Exposure 
(including 
by 
the 
termination 
of 
Defaulting 
Lender 
status 
of 
the 
applicable 
Lender), or 
(B) the determination 
by the 
Administrative Agent 
and each 
L/C Issuer 
that there 
exists 
excess 
Cash 
Collateral; 
provided
 
that, 
subject 
to 
Section 2.14, 
the 
Person 
providing 
Cash 
Collateral 
and 
each 
L/C 
Issuer 
may 
agree 
that 
Cash 
Collateral 
shall 
be 
held 
to 
support 
future 
anticipated 
Fronting 
Exposure 
or 
other 
obligations; 
and 
provided 
further 
that 
to 
the 
extent 
that 
such Cash Collateral was provided by 
the Borrower or any other Loan Party, such Cash Collateral 
shall remain subject to the security interest granted pursuant to the Loan Documents. 






-45-
Section 2.15. 
Increase 
in 
Revolving 
Credit 
Commitments; 
Making 
of 
Incremental 
Term 
Loans. 

The Borrower may, on any Business Day prior to the Revolving Credit Termination Date, 
with the 
written consent 
of the 
Administrative Agent, 
the L/C 
Issuer, 
and the 
Swingline Lender, 
increase the aggregate amount of 
the Revolving Credit Commitments and/or borrow 
one or more 
term loans 
(collectively, 
the “
Incremental 
Term 
Loans
”), in 
each case, 
by delivering 
an Increase 
Request substantially in the form attached hereto as Exhibit I (or in such other form acceptable to 
the Administrative Agent) to the Administrative Agent at least five (5) Business Days prior to the 
desired effective 
date of 
such increase 
(the 
“Increase”
) identifying 
an additional 
Lender, 
which 
qualifies as an Eligible Assignee (or additional Revolving Credit 
Commitments or a commitment 
to make Incremental Term 
Loans for an existing 
Lender) and the amount 
of its Revolving Credit 
Commitment 
or 
Incremental 
Term 
Loan 
(or, 
for 
an 
existing 
Lender, 
the 
amount 
of 
additional 
Revolving 
Credit 
Commitments 
or 
the 
amount 
of 
a 
commitment 
to 
make 
Incremental 
Term 
Loans); 
provided, however
, that:
 
(a) 
the aggregate 
amount of 
all such 
Increases shall 
not exceed 
$200,000,000 
and 
any 
such 
Increase 
shall 
be 
in 
an 
amount 
not 
less 
than 
$10,000,000 
(or 
such 
lesser 
amount then agreed to by the Administrative Agent); 
 
(b) 
no Default shall have occurred and be continuing 
at the time of the request 
or the effective date of 
the Increase and after 
giving pro forma effect to 
the use of proceeds 
thereof; and 
 
(c) 
each of the 
representations and warranties 
set forth in 
Section 6 and 
in the 
other Loan Documents shall be 
and remain true and correct 
in all material respects on 
the 
effective date of such Increase (where not 
already qualified by materiality, otherwise in all 
respects), except 
to the 
extent the 
same expressly 
relate to 
an earlier 
date, in 
which case 
they 
shall 
be 
true 
and 
correct 
in 
all 
material 
respects 
(where 
not 
already 
qualified 
by 
materiality, otherwise in all respects)
as of such earlier date. 
The effective 
date (the 
“Increase Date”
) of the 
Increase shall be 
agreed upon by 
the Borrowers, 
the 
Administrative 
Agent 
and 
the 
Lender(s) 
providing 
such 
Increase. 
Upon 
the 
Increase 
Date, 
Schedule 2.1/2.2 shall be deemed amended to 
reflect the Increase. 
With respect to an Increase in 
the Revolving Credit Commitments as described above, on 
the Increase Date, the new Revolving 
Lender(s) (or, 
if applicable, existing 
Lender(s)) shall advance 
Revolving Loans, as 
applicable, in 
an amount sufficient such 
that after giving effect 
to such advance(s) or 
loan(s) and the prepayment 
of Revolving Loans by any 
Lender(s) whose commitment is not 
increased, each Lender shall have 
outstanding 
its 
Revolver 
Percentage 
of 
Revolving 
Loans. 
It 
shall 
be 
a 
condition 
to 
such 
effectiveness that 
(A) if any 
Eurodollar Loans 
are outstanding 
on the 
date of 
such effectiveness, 
such Eurodollar Loans shall be deemed 
to be prepaid on such date 
and the Borrower shall pay any 
amounts 
owing 
to 
the 
Lenders 
pursuant 
to 
Section 4.5 
and 
(B) the 
Borrower 
shall 
not 
have 
terminated 
any 
portion 
of 
the 
Revolving 
Credit 
Commitments 
pursuant 
to 
Section 2.11. 
The 
Borrower agrees to pay 
the expenses of the 
Administrative Agent (including reasonable 
attorney’s 
fees) relating 
to any 
Increase. 
Notwithstanding anything 
herein to 
the contrary, 
no Lender 
shall 
have 
any 
obligation 
to 
increase 
its 
Revolving 
Credit 
Commitment 
or 
to 
make 
any 
Incremental 
Term Loan and no Lender’s Revolving Credit Commitment shall be increased without its consent 






-46-
thereto, and each Lender may at 
its option, unconditionally and without cause, 
decline to provide 
any Increase. 
Each Revolving 
Credit Increase 
shall be 
on the 
same terms 
(including pricing 
and maturity, 
but 
excluding 
customary 
arrangement, 
commitment, 
structuring 
and 
underwriting 
fees, 
and 
amendment fees 
not generally 
shared with 
other Lenders 
with respect 
to such 
Revolving Credit 
Increase) 
as 
the 
Revolving 
Credit 
Commitments 
outstanding 
prior 
to 
the 
Increase 
Date. 
Each 
Incremental Term Loan shall be on terms and conditions specified 
in an Incremental Amendment. 
Commitments 
in 
respect 
of 
Incremental 
Term 
Loans 
and 
increases 
in 
the 
Revolving 
Credit 
Commitment 
shall 
become commitments 
(or 
in the 
case 
of an 
increase in 
the Revolving 
Credit 
Commitment 
to 
be 
provided 
by 
an 
existing 
Lender, 
an 
increase 
in 
such 
Lender’s 
applicable 
Revolving Credit 
Commitment) under 
this Agreement 
pursuant to 
an amendment 
(an 
“Incremental 
Amendment”
) to this Agreement and, 
as appropriate, the other Loan 
Documents, executed by the 
Borrowers, each existing 
Lender agreeing to 
provide such Increase, 
if any, each additional Lender, 
if any, 
and the Administrative 
Agent. 
The Incremental Amendment 
may, 
without the consent 
of 
any other Lenders, 
effect such 
amendments to this 
Agreement and the 
other Loan Documents 
as 
may be 
necessary or 
appropriate, in 
the reasonable 
opinion of 
the Administrative 
Agent and 
the 
Borrowers, to effect the provisions of this Section 2.15. 
 
Section 2.16. 
Extension 
Option. 

(a) The 
Borrower 
may, 
by 
written 
notice 
to 
the 
Administrative 
Agent 
from 
time 
to 
time, 
request 
an 
extension 
(each, 
an 
“
Extension
”) 
of 
the 
Revolving 
Credit 
Termination 
Date 
and/or, 
if 
applicable, 
any 
maturity 
date 
applicable 
to 
any 
Incremental Term Loan to the extended maturity date specified in such request. 
Such notice shall 
set forth (i) the amount of the 
Revolving Credit Commitments and/or Incremental Term 
Loans to 
be 
extended 
(which 
shall 
be 
in 
minimum 
increments 
of 
$5,000,000 
and 
a 
minimum 
of 
$10,000,000) and 
(ii) the 
date on 
which such 
Extension is 
requested to 
become effective 
(which 
date shall not be less 
than ten (10) Business Days 
nor more than sixty (60) 
days after after the date 
of such requested 
Extension (or such 
longer or shorter 
periods as the 
Administrative Agent shall 
agree). 
Each Lender shall be offered (an 
“
Extension Offer
”) an opportunity to participate in such 
Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant 
to procedures established by, or reasonably acceptable to, the Administrative Agent. 
Any Lender 
approached 
to 
participate 
in 
such 
Extension 
may 
elect 
or 
decline, 
in 
its 
sole 
discretion, 
to 
participate 
in 
such 
Extension 
(it 
being 
understood 
that 
if 
a 
Lender 
shall 
fail 
to 
respond 
to 
any 
request for participation in an Extension within five (5) Business Days of receipt of the Extension 
Offer, 
such 
Lender 
shall 
be 
deemed 
to 
have 
declined 
to 
participate 
in 
such 
Extension). 
If 
the 
aggregate 
principal 
amount 
of 
Revolving 
Credit 
Commitments 
or 
Incremental 
Term 
Loans, 
(calculated 
on 
the 
face 
amount 
thereof), 
as 
applicable, 
in 
respect 
of 
which 
Lenders 
shall 
have 
accepted the relevant 
Extension Offer 
shall exceed 
the maximum aggregate 
principal amount of 
the 
Revolving 
Credit 
Commitment 
or 
Incremental 
Term 
Loan, 
as 
applicable, 
requested 
to 
be 
extended 
by 
the 
Borrower 
pursuant 
to 
the 
Extension 
Offer, 
then 
the 
Revolving 
Credit 
Commitments or Incremental Term 
Loans, as applicable of the Lenders 
shall be extended ratably 
up to such maximum amount 
based on the respective principal 
amounts (but not to exceed 
actual 
holdings of record) with respect to which such Lenders have accepted such Extension Offer. 






-47-
 
(b) 
It 
shall be 
a condition 
precedent to 
the effectiveness 
of any 
Extension 
that: 
(i) 
no 
Default shall have occurred and 
be continuing immediately prior to 
and immediately after giving 
effect 
to such 
Extension, (ii) 
the representations 
and warranties 
of the 
Borrower and 
each other 
Loan Party 
contained in 
Section 6 
or any 
other Loan 
Document, 
or which 
are contained 
in any 
document furnished 
at any 
time under 
or in 
connection herewith 
or therewith, 
shall be 
true and 
correct in all material 
respects (and in all 
respects if any such 
representation or warranty is 
already 
qualified 
by 
materiality 
or 
reference 
to 
Material 
Adverse 
Effect) 
on 
and 
as 
of 
the 
date 
of 
such 
Extension, 
except 
to 
the 
extent 
that 
such 
representations 
and 
warranties 
specifically 
refer 
to 
an 
earlier date, 
in which case, 
they shall 
be true and 
correct in all 
material respects (and 
in all respects 
if any such representation 
or warranty is already 
qualified by materiality or 
reference to Material 
Adverse Effect) 
as of 
such earlier 
date, (iii) 
the L/C 
Issuer and 
the Swingline 
Lender shall 
have 
consented to any Extension of the Revolving Credit Commitments if such Extension provides 
for 
the issuance of 
Letters of Credit 
or the making 
of Swingline Loans 
at any time 
during the extended 
period, and (iv) the terms of such Extension shall comply with Section 2.16(c). 
 
(c) 
The terms of each Extension shall be determined by the Borrower 
and the applicable 
extending Lenders and be set forth in an 
Additional Credit Extension Amendment, provided, that 
(i) the 
final maturity 
date of 
any Extended 
Revolving Credit 
Commitment or 
Extended Incremental 
Term 
Loan shall 
be no 
earlier than 
the Revolving 
Credit Termination 
Date or 
the maturity 
date 
applicable to 
the existing 
Incremental Term Loans, 
(ii)(A) there shall 
be no 
scheduled amortization 
of 
the 
Extended 
Revolving 
Credit 
Commitments 
and 
(B) 
the 
scheduled 
amortization 
of 
the 
Extended 
Incremental 
Term 
Loans 
shall 
be 
as 
agreed 
among 
the 
Borrower 
and 
the 
Lenders 
providing such Extended Incremental 
Term Loans, (iii)(A) the Extended Revolving Loans 
and the 
Extended 
Incremental Term 
Loans will 
rank pari 
passu in 
right of 
payment with 
the Revolving 
Loans and the Incremental 
Term 
Loans being extended, and 
(B) the borrower and 
the guarantors 
of 
the 
Extended 
Revolving 
Credit 
Commitments 
or 
the 
Extended 
Incremental 
Term 
Loans, 
as 
applicable, 
shall 
be 
the 
Borrower 
and 
the 
Guarantors, 
(iv) the 
interest 
rate 
margins 
and 
fees 
applicable to any 
Extended Revolving Credit 
Commitments (and the 
Extended Revolving Loans 
thereunder) 
and 
Extended 
Incremental 
Loans 
shall 
be 
determined 
by 
the 
Borrower 
and 
the 
applicable extending 
Lenders, and 
(v) to 
the extent 
the terms 
of the 
Extended Revolving 
Credit 
Commitments or 
Extended Incremental 
Term Loans are 
inconsistent with 
the terms 
set forth 
herein 
(except as set 
forth in clauses 
(i) through (iv) 
above), such terms 
shall be reasonably 
satisfactory 
to the Administrative Agent. 
 
(d) 
In connection with any Extension, the Borrower, the Administrative 
Agent and each 
applicable extending Lender shall 
execute and deliver to 
the Administrative Agent an 
Additional 
Credit 
Extension 
Amendment 
and 
such 
other 
documentation 
as 
the 
Administrative 
Agent 
shall 
reasonably 
specify 
to 
evidence 
the Extension. 
The Administrative 
Agent shall 
promptly 
notify 
each 
Lender 
as 
to 
the 
effectiveness 
of 
each 
Extension. 
Notwithstanding 
anything 
herein 
to 
the 
contrary, 
any 
Additional 
Credit 
Extension 
Amendment 
may, 
without 
the 
consent 
of 
any 
other 
Lender, 
effect 
such 
amendment 
to 
this 
Agreement 
and 
the 
other 
Loan 
Documents 
as 
may 
be 
necessary or appropriate (but only to 
such extent), in the reasonable opinion of 
the Administrative 
Agent 
and 
the 
Borrower, 
to 
implement 
the 
terms 
of 
any 
such 
Extension 
Offer, 
including 
any 
amendments 
necessary 
to 
establish 
Extended 
Revolving 
Credit 
Commitments 
or 
Extended 
Incremental Term Loans as a 
new tranche of 
Revolving Credit Commitments 
or Incremental Term 
Loan, as applicable, 
and such other 
technical amendments as 
may be necessary 
or appropriate in 






-48-
the 
reasonable 
opinion 
of 
the 
Administrative 
Agent 
and 
the 
Borrower 
in 
connection 
with 
the 
establishment of 
such new 
tranche (including 
to preserve 
the pro 
rata treatment 
of the 
extended 
and 
non-extended 
tranches 
and 
to 
provide 
for 
the 
reallocation 
of 
any 
L/C 
Obligations 
or 
obligations under Swingline Loans 
upon the expiration or 
termination of the commitments 
under 
any tranche), in each case on terms consistent with this Section 2.16. 
 
(e) 
This Section 2.16 shall supersede any provisions of Section 13.3 to the contrary. 
S
ECTION
 
3. 
F
EES
. 
Section 3.1. 
Fees. 
 
(a) 
Revolving 
Credit 
Commitment 
Fee
. 
The 
Borrower 
shall 
pay to 
the 
Administrative 
Agent 
for 
the 
ratable 
account 
of 
the 
Lenders 
in 
accordance 
with 
their 
Revolver 
Percentages 
a 
commitment fee at the rate per annum 
equal to the Applicable Margin (computed on 
the basis of a 
year 
of 
360 days 
and 
the 
actual 
number 
of 
days 
elapsed) 
times 
the 
daily 
amount 
by 
which 
the 
aggregate Revolving Credit Commitments exceeds 
the principal amount of Revolving 
Loans and 
L/C Obligations then outstanding. 
For the avoidance of doubt, the principal amount of Swingline 
Loans shall not be 
counted towards or considered 
usage of the Revolving 
Credit Commitments for 
purposes of 
this Section. 
Such commitment 
fee shall 
be payable 
quarterly in 
arrears on 
the last 
day of each 
March, June, September, 
and December 
in each year 
(commencing on the 
first such 
date occurring after 
the Closing Date) 
and on the 
Revolving Credit Termination 
Date, unless the 
Revolving 
Credit 
Commitments 
are 
terminated 
in 
whole 
on 
an 
earlier 
date, 
in 
which 
event 
the 
commitment fee for 
the period to 
the date of 
such termination in 
whole shall be 
paid on the 
date 
of such termination. 
 
(b) 
Letter of Credit Fees.
 
On the date 
of issuance or 
extension, or increase 
in the amount, 
of any Letter 
of Credit pursuant 
to Section 1.3, the 
Borrower shall pay 
to the L/C Issuer 
for its own 
account a fronting fee 
equal to 0.125% of 
the face amount of 
(or of the increase 
in the face amount 
of) such 
Letter of 
Credit. 
Quarterly in 
arrears, on 
the last 
day of 
each March, 
June, September, 
and December, commencing on the first such date occurring after the Closing Date, the Borrower 
shall pay 
to the 
Administrative Agent, 
for the 
ratable benefit 
of the 
Lenders in 
accordance with 
their Revolver Percentages, a 
letter of credit fee (the 
“L/C Participation Fee”
) at a rate 
per annum 
equal to 
the Applicable 
Margin (computed on 
the basis 
of a 
year of 
360 days and 
the actual 
number 
of days elapsed) in 
effect during each day of 
such quarter applied to 
the daily average face 
amount 
of Letters 
of Credit 
outstanding during 
such quarter. 
In addition, 
the Borrower 
shall pay 
to the 
L/C Issuer 
for 
its 
own 
account 
the 
L/C Issuer’s 
standard 
issuance, 
drawing, 
negotiation, 
amendment, assignment, and other 
administrative fees for each Letter 
of Credit as established by 
the L/C Issuer from time to time. 

 
(c) 
Administrative Agent Fees
. 
The Borrower shall pay to the Administrative Agent, for 
its own use and benefit, the fees agreed to between the Administrative Agent and the Borrower in 
a letter dated as of the date hereof, or as otherwise agreed to in writing between them. 






-49-
S
ECTION
 
4. 
T
AXES
;
C
HANGE IN 
C
IRCUMSTANCES
,
I
NCREASED 
C
OSTS
,
 
AND 
F
UNDING 
I
NDEMNITY
 
Section 4.1. 
Taxes 
. 
 
(a) 
Certain Defined Terms. 

For purposes of 
this Section, the 
term “Lender” includes 
any 
L/C Issuer and the term “applicable law” includes FATCA. 
 
(b) 
Payments Free 
of Taxes. 

Any and 
all payments 
by or 
on account 
of any 
obligation 
of any Loan Party under any Loan Document shall be made without deduction or withholding for 
any Taxes, except as required by applicable law. 
If any applicable law (as determined in 
the good 
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any 
Tax from any such payment by a 
Withholding Agent, then the 
applicable Withholding Agent shall 
be entitled to make 
such deduction or withholding 
and shall timely pay 
the full amount deducted 
or withheld to 
the relevant Governmental Authority 
in accordance with applicable 
law and, if 
such 
Tax 
is an Indemnified Tax, 
then the sum payable by 
the applicable Loan Party 
shall be increased 
as necessary so 
that after such 
deduction or withholding 
has been made 
(including such 
deductions 
and 
withholdings 
applicable 
to 
additional 
sums 
payable 
under 
this 
Section) 
the 
applicable 
Recipient receives 
an amount 
equal to 
the sum 
it would 
have received 
had no 
such deduction 
or 
withholding been made. 
 
(c) 
Payment of 
Other Taxes 
by the 
Loan Parties. 

The Loan 
Parties shall 
timely pay 
to 
the 
relevant 
Governmental 
Authority in 
accordance 
with 
applicable 
law, 
or 
at 
the 
option 
of 
the 
Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 
(d) 
Indemnification 
by 
the 
Loan 
Parties. 

The 
Loan 
Parties 
shall 
jointly 
and 
severally 
indemnify each Recipient, 
within thirty (30) days 
after demand therefor, for 
the full amount 
of any 
Indemnified Taxes (including 
Indemnified Taxes imposed 
or asserted 
on or 
attributable to 
amounts 
payable 
under 
this 
Section) 
payable 
or 
paid 
by 
such 
Recipient 
or 
required 
to 
be 
withheld 
or 
deducted from a 
payment to such 
Recipient and any 
reasonable expenses arising 
therefrom or with 
respect 
thereto, 
whether 
or 
not 
such 
Indemnified 
Taxes 
were 
correctly 
or 
legally 
imposed 
or 
asserted by the relevant Governmental Authority. 
A certificate as to the amount of such payment 
or liability delivered to 
the Borrower by a 
Lender (with a copy 
to the Administrative Agent), 
or by 
the Administrative 
Agent on 
its own 
behalf or 
on behalf 
of a 
Lender, 
shall be 
conclusive absent 
manifest error. 
 
(e) 
Indemnification 
by 
the 
Lenders. 

Each 
Lender 
shall 
severally 
indemnify 
the 
Administrative Agent, 
within ten (10) 
days after 
demand therefor, 
for (i) any 
Indemnified Taxes 
or 
Other 
Taxes 
attributable 
to 
such 
Lender 
(but 
only 
to 
the 
extent 
that 
any 
Loan 
Party 
has 
not 
already 
indemnified 
the 
Administrative 
Agent 
for 
such 
Indemnified 
Taxes 
or 
Other 
Taxes 
and 
without 
limiting the 
obligation 
of the 
Loan Parties 
to do 
so), (ii) 
any Taxes 
attributable to 
such 
Lender’s failure to comply with the provisions of Section 13.2(d) relating to the maintenance of a 
Participant Register and 
(iii) any Excluded 
Taxes attributable to such Lender, in 
each case, that 
are 
payable 
or 
paid 
by 
the 
Administrative 
Agent 
in 
connection 
with 
any 
Loan 
Document, 
and 
any 
reasonable 
expenses 
arising 
therefrom 
or 
with 
respect 
thereto, 
whether 
or 
not 
such 
Taxes 
were 
correctly or legally imposed or asserted by the relevant Governmental Authority. 
A certificate as 






-50-
to the 
amount of 
such payment 
or liability 
delivered to 
any Lender 
by the 
Administrative Agent 
shall 
be 
conclusive 
absent 
manifest 
error. 
Each 
Lender 
hereby 
authorizes 
the 
Administrative 
Agent to set off and apply any and all 
amounts at any time owing to such Lender under any Loan 
Document or otherwise payable by the Administrative Agent to the Lender from any other source 
against any amount due to the Administrative Agent under this subsection (e). 
 
(f) 
Evidence 
of 
Payments. 
As 
soon 
as 
practicable 
after 
any 
payment 
of 
Taxes 
by 
any 
Loan Party to a Governmental Authority pursuant to this Section, such Loan Party shall deliver 
to 
the Administrative Agent the 
original or a certified 
copy of a receipt 
issued by such Governmental 
Authority evidencing such 
payment, a copy 
of the return 
reporting such payment 
or other evidence 
of such payment reasonably satisfactory to the Administrative Agent. 
 
(g) 
Status of Lenders. 

(i) Any Lender that is entitled to 
an exemption from or reduction 
of withholding Tax 
with respect to payments made under any Loan Document shall deliver to the 
Borrower and 
the Administrative 
Agent, at 
the time 
or times 
reasonably requested 
by the 
Borrower 
or 
the 
Administrative 
Agent, 
such 
properly 
completed 
and 
executed 
documentation 
reasonably 
requested by the Borrower 
or the Administrative Agent 
as will permit such payments 
to be made 
without withholding 
or at 
a reduced 
rate of 
withholding. 
In addition, 
any Lender, 
if reasonably 
requested by 
the Borrower 
or the 
Administrative Agent, 
shall deliver 
such other 
documentation 
prescribed by applicable 
law or reasonably 
requested by the 
Borrower or 
the Administrative Agent 
as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 
is subject 
to backup 
withholding or 
information reporting 
requirements. 
Notwithstanding anything 
to the contrary in the preceding two 
sentences, the completion, execution and submission of 
such 
documentation (other 
than such 
documentation set 
forth in 
Section 4.1(g)(ii)(A), (ii)(B) 
and (ii)(D) 
below) shall not be required if 
in the Lender’s reasonable judgment such 
completion, execution or 
submission 
would 
subject 
such 
Lender 
to 
any 
material 
unreimbursed 
cost 
or 
expense 
or 
would 
materially prejudice the legal or commercial position of such Lender. 
 
(ii) 
Without limiting the generality of the foregoing, 

 
(A) 
any 
Lender 
that 
is 
a 
U.S. 
Person 
shall 
deliver 
to 
the 
Borrower 
and 
the 
Administrative Agent 
on or 
prior to 
the date 
on which 
such Lender 
becomes a 
Lender under 
this 
Agreement 
(and 
from 
time 
to 
time 
thereafter 
upon 
the 
reasonable 
request 
of 
the 
Borrower 
or 
the 
Administrative 
Agent), 
executed 
originals 
of 
IRS 
Form 
W-9 
certifying 
that such Lender is exempt from U.S. federal backup withholding tax; 
 
(B) 
any Foreign Lender shall, to the extent it is legally entitled to 
do so, deliver 
to 
the 
Borrower 
and 
the 
Administrative 
Agent 
(in 
such 
number 
of 
copies 
as 
shall 
be 
requested by the recipient) on or 
prior to the date on which such 
Foreign Lender becomes 
a 
Lender 
under 
this 
Agreement 
(and 
from 
time 
to 
time 
thereafter 
upon 
the 
reasonable 
request 
of 
the 
Borrower 
or 
the 
Administrative 
Agent), 
whichever 
of 
the 
following 
is 
applicable: 
 
(i) 
in the case 
of a Foreign 
Lender claiming the 
benefits of an 
income 
tax 
treaty 
to 
which 
the 
United 
States 
is 
a 
party 
(x) with 
respect 
to 
payments 
of 
interest 
under 
any 
Loan 
Document, 
executed 
originals 
of 
IRS 
Form 
W-8BEN 






-51-
establishing 
an 
exemption 
from, 
or 
reduction 
of, 
U.S. 
federal 
withholding 
Tax 
pursuant to the “interest” article of such 
tax treaty and (y) with respect to any 
other 
applicable payments under 
any Loan Document, 
IRS Form W-8BEN 
establishing 
an exemption 
from, or 
reduction of, 
U.S. federal 
withholding Tax 
pursuant to 
the 
“business profits” or “other income” article of such tax treaty; 
 
(ii) 
executed originals of IRS Form W-8ECI; 
 
(iii) 
in 
the 
case 
of 
a 
Foreign 
Lender 
claiming 
the 
benefits 
of 
the 
exemption for portfolio interest 
under Section 881(c) of 
the Code, (x) a certificate 
substantially in 
the form 
of Exhibit 
H-1 to 
the effect 
that such 
Foreign Lender 
is 
not a “bank” 
within the meaning 
of Section 881(c)(3)(A) 
of the Code, 
a “10 percent 
shareholder” 
of 
the 
Borrower 
within 
the 
meaning 
of 
Section 
881(c)(3)(B) 
of 
the 
Code, 
or 
a 
“controlled 
foreign 
corporation” 
described 
in 
Section 881(c)(3)(C) 
of 
the Code (a 
“U.S. Tax 
Compliance Certificate”
) and (y) executed originals of IRS 
Form W-8BEN; or 
 
(iv) 
to the extent a Foreign Lender is not the beneficial owner, executed 
originals 
of 
IRS 
Form 
W-8IMY, 
accompanied 
by 
IRS 
Form 
W-8ECI, 
IRS 
Form W-8BEN, 
a 
U.S. 
Tax 
Compliance 
Certificate 
substantially 
in 
the 
form 
of 
Exhibit H-2 or 
Exhibit H-3, 
IRS Form 
W-9, and/or 
other certification 
documents 
from each beneficial owner, 
as applicable; 
provided 
that if the Foreign Lender is a 
partnership and one or more 
direct or indirect partners of 
such Foreign Lender are 
claiming 
the 
portfolio 
interest 
exemption, 
such 
Foreign 
Lender 
may 
provide 
a 
U.S. Tax Compliance Certificate substantially in the form of 
Exhibit H-4 on behalf 
of each such direct and indirect partner; 
 
(C) 
any Foreign Lender shall, to the extent it is legally entitled to do 
so, deliver 
to 
the 
Borrower 
and 
the 
Administrative 
Agent 
(in 
such 
number 
of 
copies 
as 
shall 
be 
requested by the recipient) on or 
prior to the date on which such 
Foreign Lender becomes 
a 
Lender 
under 
this 
Agreement 
(and 
from 
time 
to 
time 
thereafter 
upon 
the 
reasonable 
request of the 
Borrower or the 
Administrative Agent), executed 
originals of any 
other form 
prescribed by applicable law as a basis 
for claiming exemption from or a reduction in 
U.S. 
federal 
withholding 
Tax, 
duly 
completed, 
together 
with 
such 
supplementary 
documentation 
as 
may 
be 
prescribed 
by 
applicable 
law 
to 
permit 
the 
Borrower 
or 
the 
Administrative Agent to determine the withholding or deduction required to be made; and 
 
(D) 
if a payment made to a Lender 
under any Loan Document would be 
subject 
to U.S. federal withholding Tax imposed by FATCA 
if such Lender were to fail 
to comply 
with 
the 
applicable 
reporting 
requirements 
of 
FATCA 
(including 
those 
contained 
in 
Section 1471(b) 
or 1472(b) 
of the 
Code, as 
applicable), 
such Lender 
shall 
deliver to 
the 
Borrower and the Administrative Agent at the time or times prescribed by law and at such 
time 
or 
times 
reasonably 
requested 
by 
the 
Borrower 
or 
the 
Administrative 
Agent 
such 
documentation 
prescribed 
by 
applicable 
law 
(including 
as 
prescribed 
by 
Section 1471(b)(3)(C)(i) 
of 
the 
Code) 
and 
such 
additional 
documentation 
reasonably 
requested 
by 
the 
Borrower 
or 
the 
Administrative 
Agent 
as 
may 
be 
necessary 
for 
the 






-52-
Borrower 
and the 
Administrative Agent 
to comply 
with their 
obligations under 
FATCA 
and 
to 
determine 
that 
such 
Lender 
has 
complied 
with 
such 
Lender’s 
obligations 
under 
FATCA 
or to determine 
the amount to 
deduct and withhold 
from such payment. 
Solely for 
purposes 
of 
this 
clause (D), 
“FA
TCA” 
shall 
include 
any 
amendments 
made 
to 
FATCA 
after the date of this Agreement. 
Each 
Lender 
agrees 
that 
if 
any 
form 
or 
certification 
it 
previously 
delivered 
expires 
or 
becomes obsolete 
or inaccurate 
in any 
respect, it 
shall update 
such form 
or certification 
or promptly 
notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 
 
(h) 
Treatment of Certain Refunds. 

If any 
party receives 
a refund 
of any 
Taxes as to which 
it has been indemnified pursuant 
to this Section (including by the 
payment of additional amounts 
pursuant to 
this Section), 
it shall 
pay to 
the indemnifying 
party an 
amount equal 
to such 
refund 
(but only to 
the extent of 
indemnity payments made 
under this Section 
with respect to 
the Taxes 
giving rise 
to such 
refund), net 
of all 
out-of-pocket expenses 
(including Taxes) of 
such indemnified 
party and 
without interest 
(other than 
any interest 
paid by 
the relevant 
Governmental Authority 
with respect 
to such 
refund). 
Such indemnifying 
party, upon the 
request of 
such indemnified 
party, 
shall repay 
to such 
indemnified party 
the amount 
paid over 
pursuant to 
this subsection (h) 
(plus 
any penalties, 
interest or 
other charges 
imposed by 
the relevant 
Governmental Authority) 
in the 
event that 
such indemnified 
party is 
required to 
repay such 
refund to 
such Governmental 
Authority. 

Notwithstanding anything 
to the 
contrary in 
this subsection (h), 
in no 
event will 
the indemnified 
party be required 
to pay any 
amount to an 
indemnifying party pursuant 
to this subsection (h) 
the 
payment of which 
would place the 
indemnified party in 
a less favorable 
net after-Tax position than 
the 
indemnified 
party 
would 
have 
been 
in 
if 
the 
Tax 
subject 
to 
indemnification 
had 
not 
been 
deducted, withheld or otherwise 
imposed and the indemnification 
payments or additional amounts 
giving rise to such 
refund had never been 
paid. 
This subsection shall not 
be construed to require 
any indemnified 
party to 
make available 
its Tax 
returns (or 
any other 
information relating 
to its 
Taxes that it deems confidential) to the indemnifying party or any other Person. 
 
(i) 
Survival. 

Each party’s obligations under this Section
shall survive the resignation or 
replacement of the Administrative Agent 
or any assignment of rights 
by, or 
the replacement of, a 
Lender, 
the termination 
of the 
Commitments and 
the repayment, 
satisfaction or 
discharge 
of all 
obligations under any Loan Document. 
Section 4.2. 
Change of Law. 
 
Notwithstanding any other provisions of this Agreement or 
any other Loan Document, if at any time any Change in Law makes it unlawful for any Lender to 
make or continue to maintain any Eurodollar 
Loans or to perform its obligations as 
contemplated 
hereby, 
such 
Lender 
shall 
promptly 
give 
notice 
thereof 
to 
the 
Borrower 
and 
such 
Lender’s 
obligations to make or 
maintain Eurodollar Loans under 
this Agreement shall be 
suspended until 
it is 
no longer 
unlawful for 
such Lender 
to make 
or maintain 
Eurodollar Loans. 
The Borrower 
shall prepay on demand the 
outstanding principal amount of any 
such affected Eurodollar Loans, 
together 
with 
all 
interest 
accrued 
thereon 
and 
all 
other 
amounts 
then 
due 
and 
payable 
to 
such 
Lender under this Agreement; 
provided, however,
 
subject to all of the terms 
and conditions of this 
Agreement, the Borrower 
may then elect 
to borrow 
the principal amount 
of the affected 
Eurodollar 
Loans from such Lender by means of Base 
Rate Loans from such Lender, which Base Rate Loans 
shall not be made ratably by the Lenders but only from such affected Lender.






-53-
Section 4.3. 
Unavailability 
of 
Deposits 
or 
Inability 
to 
Ascertain, 
or 
Inadequacy 
of, 
LIBOR
. 
(a) 
Reserved
. 
 
(b) 
Replacing 
USD 
LIBOR. 

On 
March 
5, 
2021 
the 
Financial 
Conduct 
Authority 
(
“FCA”
), 
the 
regulatory 
supervisor 
of 
USD 
LIBOR’s 
administrator 
(
“IBA”
), 
announced 
in 
a 
public 
statement 
the 
future 
cessation 
or 
loss 
of 
representativeness 
of 
overnight/Spot 
Next, 
1-
month, 3-month, 6-month and 
12- month USD 
LIBOR tenor settings. 
On the earlier of 
(i) the date 
that 
all 
Available 
Tenors 
of 
USD 
LIBOR 
have 
either 
permanently 
or 
indefinitely 
ceased 
to 
be 
provided by IBA or have been announced by the FCA pursuant to public statement or publication 
of information 
to be 
no longer 
representative and 
(ii) the 
Benchmark Replacement 
Date relating 
to 
an 
Early 
Opt-in 
Election, 
if 
the 
then-current 
Benchmark 
is 
USD 
LIBOR, 
the 
Benchmark 
Replacement 
will 
replace 
such 
Benchmark 
for 
all 
purposes 
hereunder 
and 
under 
any 
Loan 
Document in 
respect of 
any setting 
of such 
Benchmark on 
such day 
and all 
subsequent settings 
without any 
amendment to, 
or further 
action or 
consent of 
any other 
party to 
this Agreement 
or 
any 
other 
Loan 
Document. 
If 
the 
Benchmark 
Replacement 
is 
Daily 
Simple 
SOFR, 
all 
interest 
payments will be payable on a quarterly basis. 
(c) 
Effect of 
Benchmark Transition Event. 

(i) Notwithstanding 
anything to 
the contrary 
herein 
or 
in 
any 
other 
Loan 
Document, 
if 
a 
Benchmark 
Transition 
Event 
or 
an 
Early 
Opt
-
in 
Election, as 
applicable, and 
its related 
Benchmark Replacement 
Date have 
occurred prior 
to the 
Reference Time in respect 
of any setting of the then
-
current Benchmark, then (x) if a Benchmark 
Replacement is determined 
in accordance 
with clause (1) 
or (2) of 
the definition of 
“Benchmark 
Replacement” for such Benchmark 
Replacement Date, such Benchmark 
Replacement will replace 
such 
Benchmark 
for 
all 
purposes 
hereunder 
and 
under 
any 
Loan 
Document 
in 
respect 
of 
such 
Benchmark 
setting 
and 
subsequent 
Benchmark 
settings 
without 
any 
amendment 
to, 
or 
further 
action or consent 
of any other 
party to, this 
Agreement or any 
other Loan Document 
and (y) if a 
Benchmark 
Replacement 
is 
determined 
in 
accordance 
with 
clause 
(3) 
of 
the 
definition 
of 
“Benchmark 
Replacement” 
for 
such 
Benchmark 
Replacement 
Date, 
such 
Benchmark 
Replacement 
will 
replace 
such 
Benchmark 
for 
all 
purposes 
hereunder 
and 
under 
any 
Loan 
Document 
in 
respect 
of 
any 
Benchmark 
setting 
at 
or 
after 
5:00 
p.m. 
(Chicago 
time) 
on 
the 
5th 
Business 
Day after 
the date 
notice of 
such 
Benchmark 
Replacement is 
provided 
to the 
Lenders 
without any 
amendment to, 
or further 
action or 
consent of 
any other 
party to, 
this Agreement 
or 
any 
other 
Loan Document 
so long 
as 
the Administrative 
Agent has 
not received, 
by such 
time, 
written 
notice 
of 
objection 
to 
such 
Benchmark 
Replacement 
from 
Lenders 
comprising 
the 
Required Lenders. 
 
(ii) 
Notwithstanding 
anything 
to 
the 
contrary 
herein 
or 
in 
any 
other 
Loan 
Document and subject to 
the proviso below in 
this paragraph, if a 
Term 
SOFR Event and 
its 
related 
Benchmark 
Replacement 
Date 
have 
occurred 
prior 
to 
the 
Reference 
Time 
in 
respect 
of 
any 
setting 
of 
the 
then
-
current 
Benchmark, 
then 
the 
applicable 
Benchmark 
Replacement will replace the then
-
current Benchmark for all purposes hereunder or under 
any 
Loan 
Document 
in 
respect 
of 
such 
Benchmark 
setting 
and 
subsequent 
Benchmark 
settings, without any amendment to, or further action or consent of any other party to, this 
Agreement or 
any other 
Loan Document; 
provided
 
that, this 
clause (ii) 
shall not 
be effective 
unless 
the 
Administrative 
Agent 
has 
delivered 
to 
the 
Lenders 
and 
the 
Borrower 
a 
Term 
SOFR Notice. 






-54-
 
(iii) 
In connection 
with the 
implementation of 
a Benchmark 
Replacement, the 
Administrative 
Agent 
will 
have the 
right 
to make 
Benchmark Replacement 
Conforming 
Changes from time to time 
and, notwithstanding anything to the 
contrary herein or in any 
other 
Loan 
Document, 
any 
amendments 
implementing 
such 
Benchmark 
Replacement 
Conforming Changes 
will become 
effective without 
any further 
action or 
consent of 
any 
other party to this Agreement or any other Loan Document. 
 
(iv) 
The 
Administrative 
Agent 
will 
promptly 
notify 
the 
Borrower 
and 
the 
Lenders 
of 
(A) any 
occurrence 
of 
a 
Benchmark 
Transition 
Event, 
Term 
SOFR 
Event 
or 
Early Opt
-
in Election, as applicable, and its 
related Benchmark Replacement Date, (B) the 
implementation of any Benchmark 
Replacement, (C) the effectiveness 
of any Benchmark 
Replacement 
Conforming 
Changes, 
(D) 
the 
removal 
or 
reinstatement 
of 
any 
tenor 
of 
a 
Benchmark pursuant to clause (v) below and (E) the commencement or conclusion 
of any 
Benchmark 
Unavailability 
Period. 
Any 
determination, 
decision 
or 
election 
that 
may 
be 
made 
by 
the 
Administrative 
Agent 
or, 
if 
applicable, 
any 
Lender 
(or 
group 
of 
Lenders) 
pursuant to this Section 4.3(c), including any determination with respect to a tenor, rate or 
adjustment or 
of the 
occurrence or 
non
-
occurrence of 
an event, 
circumstance or 
date and 
any 
decision 
to 
take 
or 
refrain 
from 
taking 
any 
action 
or 
any 
selection, 
will 
be 
made 
in 
good faith in its or their reasonable discretion giving due consideration to any selection or 
recommendation 
by 
the 
Relevant 
Governmental 
Body 
and 
to 
any 
prevailing 
market 
practices for U.S. 
Dollar-denominated syndicated 
credit facilities 
and shall be 
conclusive 
and binding absent manifest error without consent from any other party to this Agreement 
or any 
other Loan 
Document, except, 
in each 
case, as 
expressly required 
pursuant to 
this 
Section 
4.3(c). 
The 
parties 
hereto 
acknowledge 
that, 
on 
March 
5, 
2021, 
the 
ICE 
Benchmark Administration (the 
“IBA”
), the administrator 
of the London 
interbank offered 
rate (
“LIBOR Rate”
), stated that as a result 
of its not having access to 
input data necessary 
to calculate LIBOR 
Rate settings on 
a representative basis 
beyond the intended 
cessation 
dates set forth in such statement, it would have 
to cease publication of all 35 LIBOR Rate 
settings 
immediately 
after 
such 
dates. 
The 
IBA 
did 
not 
identify 
any 
successor 
administrator in 
its announcement. 
The IBA 
also noted 
that the 
U.K. Financial 
Conduct 
Authority (the 
“FCA”
), the 
regulatory supervisor 
for the 
IBA, could, 
at a 
later date, 
use 
proposed new 
powers to 
require the 
IBA to 
publish LIBOR 
Rate settings 
on a 
synthetic 
basis. 
The FCA also issued 
a separate announcement confirming 
that the IBA had 
notified 
the FCA 
of its 
intent to 
cease providing 
all LIBOR 
Rate settings. 
While the 
FCA stated 
that, subject to 
the establishment of 
the new proposed 
powers, it would 
consult on the 
issue 
of 
requiring 
the 
IBA 
to 
produce 
certain 
LIBOR 
Rate 
tenors 
on 
a 
synthetic 
basis, 
it 
confirmed 
that 
all 
35 
LIBOR 
Rate 
settings 
will 
either 
cease 
to 
be 
provided 
by 
any 
administrator or will no longer 
be representative as of the 
dates set forth in such 
statement. 
 
(v) 
Notwithstanding 
anything 
to 
the 
contrary 
herein 
or 
in 
any 
other 
Loan 
Document, at any time (including in 
connection with the implementation of 
a Benchmark 
Replacement), (A) if the then
-
current Benchmark is a term rate 
(including Term 
SOFR or 
LIBOR) and either (1) any tenor for such Benchmark is not displayed on a screen or other 
information 
service 
that 
publishes 
such 
rate 
from 
time 
to 
time 
as 
selected 
by 
the 
Administrative 
Agent 
in 
good 
faith 
and 
in 
its 
reasonable 
discretion 
giving 
due 
consideration 
to 
any 
prevailing 
market 
practice 
for 
U.S. 
Dollar-denominated 
syndicated 






-55-
credit facilities 
or (2) the 
regulatory supervisor 
for the 
administrator of 
such Benchmark 
has provided 
a public 
statement or 
publication of 
information announcing 
that any 
tenor 
for such Benchmark is 
or will be no 
longer representative, then the 
Administrative Agent 
may modify the definition of “Interest Period” for any Benchmark settings at or after such 
time 
to 
remove 
such 
unavailable 
or 
non
-
representative 
tenor 
and 
(B) 
if 
a 
tenor 
that 
was 
removed pursuant to 
clause (A) above 
either (1) is subsequently 
displayed on a 
screen or 
information service for a 
Benchmark (including a Benchmark 
Replacement) or (2) is 
not, 
or is no longer, subject to an 
announcement that it is or 
will no longer be representative 
for 
a Benchmark (including 
a Benchmark Replacement), 
then the Administrative 
Agent may 
modify the definition of 
“Interest Period” for all 
Benchmark settings at or 
after such time 
to reinstate such previously removed tenor. 
 
(vi) 
Upon 
the 
Borrower’s 
receipt 
of 
notice 
of 
the 
commencement 
of 
a 
Benchmark Unavailability Period, 
the Borrower may revoke 
any request for a 
Borrowing 
of, conversion to or 
continuation of Eurodollar Loans to 
be made, converted or continued 
during 
any 
Benchmark 
Unavailability 
Period 
and, 
failing 
that, 
the 
Borrowers 
will 
be 
deemed to have 
converted any such 
request into a 
request for a 
Borrowing of or 
conversion 
to 
Base 
Rate 
Loans. 
During 
any 
Benchmark 
Unavailability 
Period 
or 
at 
any 
time 
that 
a 
tenor for 
the then
-
current Benchmark 
is not 
an Available 
Tenor, 
the component 
of Base 
Rate 
based 
upon 
the 
then
-
current 
Benchmark 
or 
such 
tenor 
for 
such 
Benchmark, 
as 
applicable, will not be used in any determination of Base Rate. 
(vii) 
Certain Defined Terms
. 
As used in this Section 4.3(c): 

 
“Available Tenor”
 
means, as of any date of determination and with 
respect 
to 
the 
then
-
current 
Benchmark, 
as 
applicable, 
any 
tenor 
for 
such 
Benchmark or payment period for 
interest calculated with reference 
to such 
Benchmark, as applicable, that 
is or may be 
used for determining the 
length 
of 
an 
Interest 
Period 
pursuant 
to 
this 
Agreement 
as 
of 
such 
date 
and 
not 
including, for the avoidance of doubt, any tenor for such 
Benchmark that is 
then
-
removed from the 
definition of “Interest 
Period” pursuant to 
clause (v) 
of this Section 4.3(c). 
 
“Benchmark”
 
means, initially, the 
LIBOR Index 
Rate; 
provided
 
that 
if a 
Benchmark Transition 
Event, a 
Term 
SOFR Event 
or an 
Early Opt
-
in 
Election, as applicable, 
and its related 
Benchmark Replacement Date 
have 
occurred 
with 
respect 
to 
the 
LIBOR 
Index 
Rate 
or 
the 
then
-
current 
Benchmark, 
then 
“Benchmark” 
means 
the 
applicable 
Benchmark 
Replacement to the extent 
that such Benchmark Replacement 
has replaced 
such prior 
benchmark rate 
pursuant to 
clause (i) or 
(ii) of 
this Section 
4.3(c). 
 
“Benchmark 
Replacement” 
means, 
for 
any 
Available 
Tenor, 
the 
first alternative 
set forth 
in the 
order below 
that can 
be determined 
by the 
Administrative Agent for the applicable Benchmark Replacement Date: 






-56-
 
(1) 
the sum 
of: (a) 
Term 
SOFR and 
(b) the 
related Benchmark 
Replacement Adjustment; 
 
(2) 
the 
sum 
of: 
(a) 
Daily 
Simple 
SOFR 
and 
(b) 
the 
related 
Benchmark Replacement Adjustment; 
 
(3) 
the sum 
of: 
(a) the 
alternate benchmark 
rate that 
has been 
selected by the Administrative Agent 
and the Borrower as the 
replacement 
for 
the 
then
-
current 
Benchmark 
for 
the 
applicable 
Corresponding 
Tenor 
giving 
due 
consideration 
to 
(i) any 
selection 
or 
recommendation 
of 
a 
replacement benchmark rate 
or the mechanism for 
determining such a 
rate 
by the Relevant Governmental Body or (ii) any evolving or 
then
-
prevailing 
market convention 
for determining 
a benchmark 
rate as 
a replacement 
for 
the then
-
current Benchmark for 
U.S. dollar
-
denominated syndicated credit 
facilities 
at 
such 
time 
and 
(b) the 
related 
Benchmark 
Replacement 
Adjustment; 
provided
 
that, 
in 
the 
case 
of 
clause 
(1), 
such 
Unadjusted 
Benchmark 
Replacement 
is 
displayed 
on 
a 
screen 
or 
other 
information 
service 
that 
publishes 
such 
rate 
from 
time 
to 
time 
as 
selected 
by 
the 
Administrative 
Agent in 
good faith 
and in 
its reasonable 
discretion giving 
due consideration 
to any 
prevailing market 
practice for 
U.S. Dollar-denominated 
syndicated 
credit 
facilities; 
provided 
further
 
that, 
notwithstanding 
anything 
to 
the 
contrary 
in 
this 
Agreement 
or 
in 
any 
other 
Loan 
Document, 
upon 
the 
occurrence 
of 
a 
Term 
SOFR 
Event, 
and 
the 
delivery 
of 
a 
Term 
SOFR 
Notice, 
on 
the 
applicable 
Benchmark 
Replacement 
Date 
the 
“Benchmark 
Replacement” shall revert to and 
shall be deemed to be 
the sum of (a) Term 
SOFR and (b) the related 
Benchmark Replacement Adjustment, as set 
forth 
in clause (1) of this definition (subject to the first proviso above). 
If the Benchmark Replacement as determined pursuant to clause (1), (2) or 
(3) above would 
be less than 
the Floor, the Benchmark 
Replacement will be 
deemed 
to 
be 
the 
Floor for 
the 
purposes 
of 
this 
Agreement 
and 
the 
other 
Loan Documents. 
 
“Benchmark Replacement Adjustment”
means, with respect 
to any 
replacement of the then 
current Benchmark with 
an Unadjusted Benchmark 
Replacement for any 
applicable Interest Period 
and Available Tenor for any 
setting of such Unadjusted Benchmark Replacement: 
 
(1) 
for 
purposes 
of 
clauses 
(1) 
and 
(2) 
of 
the 
definition 
of 
“Benchmark Replacement,” the first alternative set forth 
in the order below 
that can be determined by the Administrative Agent: 
 
(a) 
the 
spread 
adjustment, 
or 
method 
for 
calculating 
or 
determining such spread 
adjustment, (which may 
be a positive 
or negative 






-57-
value or 
zero) as 
of the 
Reference Time 
such Benchmark 
Replacement is 
first set for such Interest 
Period that has been 
selected or recommended by 
the Relevant 
Governmental Body 
for the 
replacement of 
such Benchmark 
with the applicable Unadjusted Benchmark Replacement for the applicable 
Corresponding Tenor; 
 
(b) 
the spread adjustment 
(which may be 
a positive or 
negative 
value or 
zero) as 
of the 
Reference Time 
such Benchmark 
Replacement is 
first set 
for such 
Interest Period 
that would 
apply to 
the fallback 
rate for 
a 
derivative transaction 
referencing the 
ISDA Definitions 
to be 
effective upon 
an index cessation event with respect to such Benchmark for the applicable 
Corresponding Tenor; and 
 
(2) 
for 
purposes of 
clause (3) 
of the 
definition of 
“Benchmark 
Replacement,” 
the 
spread 
adjustment, 
or 
method 
for 
calculating 
or 
determining such spread 
adjustment, (which may 
be a positive 
or negative 
value or 
zero) that 
has been 
selected by 
the Administrative 
Agent and 
the 
Borrower for the applicable Corresponding Tenor giving due consideration 
to (i) 
any selection 
or recommendation 
of a 
spread adjustment, 
or method 
for calculating or determining such 
spread adjustment, for the replacement 
of 
such 
Benchmark 
with 
the 
applicable 
Unadjusted 
Benchmark 
Replacement 
by 
the 
Relevant 
Governmental 
Body 
on 
the 
applicable 
Benchmark Replacement 
Date and/or 
(ii) any 
evolving or 
then-prevailing 
market 
convention 
for 
determining 
a 
spread 
adjustment, 
or 
method 
for 
calculating or 
determining such 
spread adjustment, 
for the 
replacement of 
such Benchmark 
with the 
applicable Unadjusted 
Benchmark Replacement 
for U.S. dollar denominated syndicated credit facilities; 
provided
 
that, in the case of clause (1) above, 
such adjustment is displayed 
on 
a 
screen 
or 
other 
information 
service 
that 
publishes 
such 
Benchmark 
Replacement 
Adjustment 
from 
time 
to 
time 
as 
selected 
by 
the 
Administrative Agent in its reasonable discretion. 
 
“Benchmark 
Replacement 
Conforming 
Changes”
 
means, 
with 
respect 
to 
any 
Benchmark 
Replacement, 
any 
technical, 
administrative 
or 
operational changes (including 
changes to 
the definition of 
“Base Rate,” the 
definition of “Business Day,” the definition of “Interest Period,” the timing 
and 
frequency 
of 
determining 
rates 
and 
making 
payments 
of 
interest, 
the 
timing 
of 
borrowing 
requests 
or 
prepayment, 
conversion 
or 
continuation 
notices, 
the 
length 
of 
lookback 
periods, 
the 
applicability 
of 
breakage 
provisions, and 
other technical, 
administrative or 
operational matters) 
that 
the Administrative Agent reasonably 
decides may be appropriate 
to reflect 
the adoption 
and implementation 
of such 
Benchmark Replacement 
and to 
permit the administration thereof by 
the Administrative Agent in a 
manner 
substantially 
consistent 
with 
market 
practice 
(or, 
if 
the 
Administrative 
Agent 
in 
good 
faith 
decides 
that 
adoption 
of 
any 
portion 
of 
such 
market 






-58-
practice 
is 
not 
administratively 
feasible 
or 
if 
the 
Administrative 
Agent 
determines in 
good faith 
that no 
market practice 
for the 
administration of 
such 
Benchmark 
Replacement 
exists, 
in 
such 
other 
manner 
of 
administration 
as 
the 
Administrative 
Agent 
in 
good 
faith 
decides 
is 
reasonably 
necessary 
in 
connection 
with 
the 
administration 
of 
this 
Agreement and the other Loan Documents). 
 
“Benchmark Replacement Date”
 
means the earliest to 
occur of the 
following events with respect to the then-current Benchmark: 
 
(1) 
in 
the 
case 
of 
clause 
(1) 
or 
(2) 
of 
the 
definition 
of 
“Benchmark 
Transition 
Event,” 
the 
later 
of 
(a) 
the 
date 
of 
the 
public 
statement or publication 
of information referenced 
therein and (b) 
the date 
on which 
the administrator 
of such 
Benchmark (or 
the published 
component 
used 
in 
the 
calculation 
thereof) 
permanently 
or 
indefinitely 
ceases 
to 
provide 
all 
Available 
Tenors 
of 
such 
Benchmark 
(or 
such 
component 
thereof); 
 
(2) 
in 
the 
case 
of 
clause 
(3) 
of 
the 
definition 
of 
“Benchmark 
Transition 
Event,” 
the 
date 
of 
the 
public 
statement 
or 
publication 
of 
information referenced therein; 
 
(3) 
in the 
case of 
a Term 
SOFR Event, 
the date 
that is 
30 days 
after 
the 
date 
a 
Term 
SOFR 
Notice 
is 
provided 
to 
the 
Lenders 
and 
the 
Borrower pursuant to this Section 4.3(c)(ii); or 
 
(4) 
in the case 
of an Early 
Opt
-
in Election, the 
6th Business Day 
after 
the 
date 
notice 
of 
such 
Early 
Opt
-
in 
Election 
is 
provided 
to 
the 
Lenders, so long 
as the Administrative 
Agent has not 
received, by 5:00 p.m. 
(Chicago time) on the 5th 
Business Day after the date 
notice of such Early 
Opt
-
in 
Election 
is 
provided 
to 
the 
Lenders, 
written 
notice 
of 
objection 
to 
such Early Opt
-
in Election from Lenders 
comprising the Required Lenders. 
For 
the 
avoidance 
of 
doubt, 
(i) 
if 
the 
event 
giving 
rise 
to 
the 
Benchmark 
Replacement Date 
occurs on 
the same 
day as, 
but earlier 
than, the 
Reference 
Time 
in 
respect 
of 
any 
determination, 
the 
Benchmark 
Replacement 
Date 
will 
be 
deemed 
to 
have 
occurred 
prior 
to 
the 
Reference 
Time 
for 
such 
determination and (ii) the “Benchmark Replacement Date” will 
be deemed 
to 
have 
occurred 
in 
the 
case 
of 
clause (1) 
or 
(2) 
with 
respect 
to 
any 
Benchmark upon the occurrence 
of the applicable event 
or events set forth 
therein with 
respect to 
all then
-
current Available Tenors of such 
Benchmark 
(or the published component used in the calculation thereof). 
 
“Benchmark 
Transition 
Event”
means 
the 
occurrence 
of 
one 
or 
more of the following events with respect to the then
-
current Benchmark: 






-59-
 
(1) 
a 
public 
statement 
or 
publication 
of 
information 
by 
or 
on 
behalf of the 
administrator of such 
Benchmark (or the 
published component 
used 
in 
the 
calculation 
thereof) 
announcing 
that 
such 
administrator 
has 
ceased or will cease to provide all 
Available Tenors 
of such Benchmark (or 
such component thereof), permanently or indefinitely; 
provided
 
that, at the 
time of 
such statement 
or publication, 
there 
is no 
successor 
administrator 
that will 
continue to 
provide any 
Available 
Tenor 
of such 
Benchmark (or 
such component thereof); 
 
(2) 
a 
public 
statement 
or 
publication 
of 
information 
by 
the 
regulatory 
supervisor 
for 
the 
administrator 
of 
such 
Benchmark 
(or 
the 
published 
component 
used 
in 
the 
calculation 
thereof), 
the 
FRB, 
the 
NYFRB, an insolvency official 
with jurisdiction over the administrator 
for 
such 
Benchmark 
(or 
such 
component), 
a 
resolution 
authority 
with 
jurisdiction over 
the administrator 
for such 
Benchmark (or 
such component) 
or a court 
or an entity 
with similar 
insolvency or resolution 
authority over 
the 
administrator 
for 
such 
Benchmark 
(or 
such 
component), 
which 
states 
that the 
administrator of such 
Benchmark (or such 
component) has ceased 
or will 
cease to 
provide all 
Available 
Tenors 
of such 
Benchmark (or 
such 
component thereof) 
permanently or 
indefinitely, 
provided
 
that, at 
the time 
of 
such 
statement 
or 
publication, 
there 
is 
no 
successor 
administrator 
that 
will continue to 
provide any Available 
Tenor 
of such Benchmark 
(or such 
component thereof); or 
 
(3) 
a 
public 
statement 
or 
publication 
of 
information 
by 
the 
regulatory 
supervisor 
for 
the 
administrator 
of 
such 
Benchmark 
(or 
the 
published 
component 
used 
in 
the 
calculation 
thereof) 
announcing 
that 
all 
Available 
Tenors 
of such 
Benchmark (or 
such component 
thereof) are 
no 
longer representative. 
For 
the 
avoidance 
of 
doubt, 
a 
“Benchmark 
Transition 
Event” 
will 
be 
deemed 
to 
have 
occurred 
with 
respect 
to 
any 
Benchmark 
if 
a 
public 
statement or 
publication of 
information set 
forth above 
has occurred 
with 
respect 
to 
each 
then
-
current 
Available 
Tenor 
of 
such 
Benchmark 
(or 
the 
published component used in the calculation thereof). 
 
“Benchmark Unavailability 
Period” 
means the 
period (if 
any) (x) 
beginning 
at 
the 
time 
that 
a 
Benchmark 
Replacement 
Date 
pursuant 
to 
clauses 
(1) 
or 
(2) 
of 
that 
definition 
has 
occurred 
if, 
at 
such 
time, 
no 
Benchmark Replacement 
has replaced 
the then
-
current Benchmark 
for all 
purposes hereunder and under any Loan Document in accordance with this 
Section 4.3(c) and 
(y) ending at 
the time 
that a 
Benchmark Replacement 
has 
replaced the then
-
current Benchmark for all 
purposes hereunder and under 
any Loan Document in accordance with this Section 4.3(c). 






-60-
 
“Corresponding Tenor” 
with respect 
to any 
Available Tenor means, 
as 
applicable, 
either 
a 
tenor 
(including 
overnight) 
or 
an 
interest 
payment 
period 
having 
approximately 
the 
same 
length 
(disregarding 
business 
day 
adjustment) as such Available Tenor. 
 
“Daily 
Simple 
SOFR” 
means, 
for 
any 
day, 
SOFR, 
with 
the 
conventions for this rate (which 
will include a lookback) being established 
by 
the 
Administrative 
Agent 
in 
accordance 
with 
the 
conventions 
for 
this 
rate 
selected 
or 
recommended 
by 
the 
Relevant 
Governmental 
Body 
for 
determining “Daily Simple SOFR” for syndicated business loans; 
provided
that 
if 
the 
Administrative 
Agent 
decides 
in 
good 
faith 
that 
any 
such 
convention 
is 
not 
administratively 
feasible 
for 
the 
Administrative 
Agent, 
then 
the 
Administrative 
Agent 
may 
establish 
another 
convention 
in 
good 
faith 
and 
in 
its 
reasonable 
discretion 
giving 
due 
consideration 
to 
any 
prevailing market 
practices for 
U.S. Dollar-denominated 
syndicated credit 
facilities. 
 
“Early 
Opt
-
in 
Election”
means, 
if 
the 
then
-
current 
Benchmark 
is 
the LIBOR Index Rate, the occurrence of: 
 
(1) 
a notification by the Administrative Agent to (or the request 
by 
the 
Borrower to 
the 
Administrative 
Agent 
to 
notify) 
each 
of 
the 
other 
parties 
hereto 
that 
at 
least 
five 
currently 
outstanding 
U.S. 
dollar
-
denominated 
syndicated 
credit 
facilities 
at 
such 
time 
contain 
(as 
a 
result 
of 
amendment 
or 
as 
originally 
executed) 
a 
SOFR
-
based 
rate 
(including SOFR, 
a term 
SOFR or 
any other 
rate based 
upon SOFR) 
as a 
benchmark rate (and 
such syndicated credit 
facilities are identified 
in such 
notice and are publicly available for review), and 
 
(2) 
the 
joint 
election 
by 
the 
Administrative 
Agent 
and 
the 
Borrower 
to 
trigger 
a 
fallback 
from 
LIBOR 
and 
the 
provision 
by 
the 
Administrative Agent of written notice of such election to the Lenders. 
 
“Floor”
 
means 
the 
benchmark 
rate 
floor, 
if 
any, 
provided 
in 
this 
Agreement 
initially 
(as 
of 
the 
execution 
of 
this 
Agreement, 
the 
modification, amendment or renewal of 
this Agreement or otherwise) with 
respect to LIBOR. 
 
“FRB”
 
means 
the 
Board 
of 
Governors 
of 
the 
Federal 
Reserve 
System of the United States. 
 
“ISDA Definitions” 
means the 2006 
ISDA Definitions published by 
the International Swaps and Derivatives Association, 
Inc. or any successor 
thereto, as 
amended or 
supplemented from 
time to 
time, or 
any successor 
definitional booklet for interest 
rate derivatives published from 
time to time 






-61-
by 
the 
International 
Swaps 
and 
Derivatives 
Association, 
Inc. 
or 
such 
successor thereto. 
 
“NYFRB” 
means the Federal Reserve Bank of New York. 
 
“NYFRB’s Website” 
means the 
website of 
the Federal 
Reserve Bank 
of New York at http://www.newyorkfed.org, 
or any successor source. 
 
“Reference 
Time” 
with 
respect 
to 
any 
setting 
of 
the 
then
-
current 
Benchmark means (1) if 
such Benchmark is 
the LIBOR Index 
Rate, 11:00 
a.m. (London time) on 
the day that is 
two London banking days 
preceding 
the date of such setting, and (2) if such Benchmark is not the LIBOR Index 
Rate, the time determined by the Administrative Agent in good faith and in 
its reasonable discretion giving due 
consideration to any prevailing market 
practice for U.S. Dollar-denominated syndicated credit facilities. 
 
“Relevant Governmental Body
” means the 
FRB and/or the 
NYFRB, 
or 
a 
committee 
officially 
endorsed 
or 
convened 
by 
the 
FRB 
and/or 
the 
NYFRB, or any successor thereto. 
 
“SOFR” 
means, with respect 
to any Business 
Day, a rate per annum 
equal 
to 
the 
secured 
overnight 
financing 
rate 
for 
such 
Business 
Day 
published 
by 
the 
SOFR 
Administrator 
on 
the 
SOFR 
Administrator’s 
Website on the immediately succeeding Business Day. 
 
“SOFR 
Administrator” 
means 
the 
NYFRB 
(or 
a 
successor 
administrator of the secured overnight financing rate). 
 
“SOFR 
Administrator’s 
Website” 
means 
the 
NYFRB’s 
Website, 
currently 
at 
http://www.newyorkfed.org, 
or 
any 
successor 
source 
for 
the 
secured 
overnight 
financing 
rate 
identified 
as 
such 
by 
the 
SOFR 
Administrator from time to time. 
 
“Term SOFR” 
means, for the applicable 
Corresponding Tenor as of 
the 
applicable 
Reference 
Time, 
the 
forward
-
looking 
term 
rate 
based 
on 
SOFR 
that 
has 
been 
selected 
or 
recommended 
by 
the 
Relevant 
Governmental Body. 
 
“Term SOFR Event” 
means the 
determination by 
the Administrative 
Agent that (a) Term 
SOFR has been recommended for use by the Relevant 
Governmental 
Body, 
(b) the 
administration 
of 
Term 
SOFR 
is 
administratively feasible for 
the Administrative Agent 
and (c) a Benchmark 
Transition 
Event 
has 
previously 
occurred 
resulting 
in 
a 
Benchmark 
Replacement in accordance with this 
Section 4.3(c) that is not Term SOFR. 






-62-
 
“Term 
SOFR 
Notice” 
means 
a 
notification 
by 
the 
Administrative 
Agent to the Lenders and the 
Borrower of the occurrence of a 
Term 
SOFR 
Event. 
 
“Unadjusted 
Benchmark 
Replacement” 
means 
the 
applicable 
Benchmark 
Replacement 
excluding 
the 
related 
Benchmark 
Replacement 
Adjustment. 
Section 4.4. 
Increased Costs
. 
 
(a) 
Increased Costs Generally. 

If any Change in Law shall: 
 
(i) 
impose, 
modify 
or 
deem 
applicable 
any 
reserve, 
special 
deposit, 
compulsory loan, insurance 
charge or similar 
requirement against assets 
of, deposits with 
or 
for 
the 
account 
of, 
or 
credit 
extended 
or 
participated 
in 
by, 
any 
Lender 
(except 
any 
reserve requirement reflected in the Adjusted LIBOR) or any L/C Issuer; 
 
(ii) 
subject 
any 
Recipient 
to 
any 
Taxes 
(other 
than 
(A) Indemnified 
Taxes, 
(B) Taxes 
described 
in 
clauses (b) 
through 
(d) 
of 
the 
definition 
of 
Excluded 
Taxes 
and 
(C) Connection Income Taxes) on its loans, loan principal, 
letters of credit, commitments, 
or other obligations, or 
its deposits, reserves, other 
liabilities or capital attributable 
thereto; 
or 
 
(iii) 
impose on 
any Lender 
or any 
L/C Issuer 
or the 
London interbank 
market 
any other condition, cost or expense (other than Taxes) affecting 
this Agreement or Loans 
made by such Lender or any Letter of Credit or participation therein; 
and the 
result of 
any of 
the foregoing 
shall be 
to increase 
the cost 
to such 
Lender or 
such other 
Recipient 
of 
making, 
converting 
to, 
continuing 
or 
maintaining 
any 
Loan 
or 
of 
maintaining 
its 
obligation to make any such Loan, or to increase the cost to such Lender, 
such L/C Issuer or such 
other Recipient of participating 
in, issuing or maintaining 
any Letter of Credit 
(or of maintaining 
its obligation to participate in or 
to issue any Letter of Credit), 
or to reduce the amount of 
any sum 
received 
or 
receivable 
by 
such 
Lender, 
L/C 
Issuer 
or 
other 
Recipient 
hereunder 
(whether 
of 
principal, 
interest 
or 
any 
other 
amount) 
then, 
upon 
request 
of 
such 
Lender, 
L/C 
Issuer 
or 
other 
Recipient, the 
Borrower will 
pay to 
such Lender, 
L/C Issuer 
or other 
Recipient, as 
the case 
may 
be, 
such 
additional 
amount 
or 
amounts 
as 
will 
compensate 
such 
Lender, 
L/C 
Issuer 
or 
other 
Recipient, as the case may be, for such additional costs incurred or reduction suffered. 
 
(b) 
Capital Requirements. 

If any 
Lender or 
L/C Issuer 
determines that 
any Change 
in 
Law affecting such Lender or L/C Issuer or any lending 
office of such Lender or such Lender’s or 
L/C Issuer’s 
holding company, 
if any, 
regarding capital 
or liquidity 
requirements, has 
or would 
have the 
effect 
of reducing 
the rate 
of return 
on such 
Lender’s 
or L/C 
Issuer’s 
capital or 
on the 
capital 
of 
such 
Lender’s 
or 
L/C 
Issuer’s 
holding 
company, 
if 
any, 
as 
a 
consequence 
of 
this 
Agreement, the 
Commitments of 
such Lender 
or the 
Loans made 
by, 
or participations 
in Letters 
of 
Credit 
or Swingline 
Loans 
held 
by, 
such 
Lender, 
or 
the Letters 
of 
Credit 
issued 
by 
any 
L/C 
Issuer, 
to a 
level 
below that 
which such 
Lender 
or L/C 
Issuer 
or such 
Lender’s 
or L/C 
Issuer’s 






-63-
holding company could have 
achieved but for such 
Change in Law 
(taking into consideration such 
Lender’s 
or 
L/C 
Issuer’s 
policies 
and 
the 
policies 
of 
such 
Lender’s 
or 
L/C 
Issuer’s 
holding 
company with respect to capital adequacy), 
then from time to time the 
Borrower will pay to such 
Lender or L/C Issuer, 
as the case may be, 
such additional amount or amounts 
as will compensate 
such 
Lender 
or 
L/C 
Issuer 
or 
such 
Lender’s 
or 
L/C 
Issuer’s 
holding 
company 
for 
any 
such 
reduction suffered. 
 
(c) 
Certificates for Reimbursement. 

A certificate of a Lender or L/C Issuer setting forth 
the amount 
or amounts 
necessary to 
compensate such 
Lender or 
L/C Issuer 
or its 
holding company, 
as 
the 
case 
may 
be, 
as 
specified 
in 
subsection (a) 
or (b) 
of 
this 
Section 
and 
delivered 
to 
the 
Borrower, shall be conclusive absent manifest error. 
The Borrower shall pay such Lender or L/C 
Issuer, as the case may be, 
the amount shown as 
due on any such 
certificate within thirty (30) days 
after receipt thereof. 
 
(d) 
Delay in 
Requests. 

Failure or 
delay on 
the part 
of any 
Lender or 
L/C Issuer 
to demand 
compensation pursuant 
to this 
Section shall 
not constitute 
a waiver 
of such 
Lender’s or 
L/C Issuer’s 
right 
to 
demand 
such 
compensation; 
provided
 
that 
the 
Borrower 
shall 
not 
be 
required 
to 
compensate 
a 
Lender 
or L/C 
Issuer 
pursuant to 
this 
Section for 
any increased 
costs incurred 
or 
reductions suffered 
more than six (6) 
months prior to 
the date that 
such Lender or 
L/C Issuer, 
as 
the case may be, notifies the 
Borrower of the Change in 
Law giving rise to such 
increased costs or 
reductions, and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except 
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 
nine-month period 
referred to 
above shall 
be extended 
to include 
the period 
of retroactive 
effect 
thereof). 
Section 4.5. 
Funding 
Indemnity
. 
If 
any 
Lender 
shall 
incur 
any 
loss, 
cost 
or 
expense 
(including, without 
limitation, any 
loss, cost 
or expense 
incurred by 
reason of 
the liquidation 
or 
re-employment 
of 
deposits 
or 
other 
funds 
acquired 
by 
such 
Lender 
to 
fund 
or 
maintain 
any 
Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the 
relending or reinvesting of 
such deposits or amounts 
paid or prepaid to 
such Lender) as a 
result of: 
 
(a) 
any 
payment, 
prepayment 
or 
conversion 
of 
a 
Eurodollar 
Loan 
or 
such 
Swingline Loan on a date other than the last day of its Interest Period, 

 
(b) 
any 
failure 
(because 
of 
a 
failure 
to 
meet 
the 
conditions 
of 
Section 7 
or 
otherwise) 
by the 
Borrower to 
borrow or 
continue a 
Eurodollar Loan 
or such 
Swingline 
Loan, or 
to convert 
a Base 
Rate Loan 
into a 
Eurodollar Loan 
or such 
Swingline Loan 
on 
the date specified in a notice given pursuant to Section 2.6(a) or 2.2(b), 
 
(c) 
any 
failure 
by 
the 
Borrower 
to 
make 
any 
payment 
of 
principal 
on 
any 
Eurodollar Loan or 
such Swingline Loan 
when due (whether 
by acceleration or 
otherwise), 
or 
 
(d) 
any 
acceleration 
of 
the 
maturity 
of 
a 
Eurodollar 
Loan 
or 
such 
Swingline 
Loan as a result of the occurrence of any Event of Default hereunder, 






-64-
then, upon the demand 
of such Lender, the Borrower 
shall pay to such 
Lender such amount as 
will 
reimburse 
such 
Lender 
for 
such 
loss, 
cost 
or 
expense. 
If 
any 
Lender 
makes 
such 
a 
claim 
for 
compensation, 
it 
shall 
provide 
to 
the 
Borrower, 
with 
a 
copy 
to 
the 
Administrative 
Agent, 
a 
certificate 
setting 
forth 
the 
amount 
of 
such 
loss, 
cost 
or 
expense 
in 
reasonable 
detail 
and 
the 
amounts shown on such certificate shall be conclusive
absent manifest error. 
Section 4.6. 
Discretion 
of Lender 
as to 
Manner of 
Funding. 

Notwithstanding any 
other 
provision of this Agreement, each 
Lender shall be entitled to 
fund and maintain its funding 
of all 
or any 
part of 
its Loans 
in any 
manner it 
sees fit, 
it being 
understood, however, that 
for the 
purposes 
of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be made 
as 
if each Lender had actually funded and maintained each Eurodollar Loan through the purchase of 
deposits 
in 
the 
interbank 
euro 
dollar 
market 
having 
a 
maturity 
corresponding 
to 
such 
Loan’s 
Interest Period, and bearing an interest rate equal to LIBOR for such Interest Period.
Section 4.7. 
Lending 
Offices; 
Mitigation 
Obligations. 

Each 
Lender 
may, 
at 
its 
option, 
elect to make 
its Loans hereunder 
at the branch, 
office or 
affiliate specified 
in its Administrative 
Questionnaire (each 
a 
“Lending Office”
) for 
each type 
of Loan 
available hereunder 
or at 
such other 
of its 
branches, offices 
or affiliates 
as it 
may from 
time to 
time elect 
and designate 
in a 
written 
notice to the 
Borrower and the 
Administrative Agent. 

If any Lender requests 
compensation under 
Section 4.4, or requires the Borrower 
to pay any Indemnified Taxes 
or additional amounts to any 
Lender or any 
Governmental Authority for 
the account of 
any Lender pursuant 
to Section 4.1, then 
such Lender 
shall (at 
the request 
of the 
Borrower) use 
reasonable efforts 
to designate 
a different 
lending office 
for funding 
or booking 
its Loans 
hereunder or 
to assign 
its rights 
and obligations 
hereunder to another of its offices, branches or 
affiliates, if, in the judgment of such Lender, 
such 
designation or assignment (i) would eliminate 
or reduce amounts payable pursuant to 
Section 4.1 
or 4.4, 
as the 
case may 
be, in 
the future, 
and (ii) would 
not subject 
such Lender 
to any 
unreimbursed 
cost or 
expense and 
would not 
otherwise be 
disadvantageous to 
such Lender. 
The Borrower 
hereby 
agrees to 
pay all 
reasonable costs 
and expenses 
incurred 
by any 
Lender in 
connection with 
any 
such designation or assignment. 
S
ECTION
 
5. 
P
LACE AND 
A
PPLICATION 
OF 
P
AYMENTS
. 
Section 5.1. 
Place and Application 
of Payments.
 
All payments of 
principal of and 
interest 
on 
the 
Loans 
and 
the 
Reimbursement 
Obligations, 
and 
all 
other 
Obligations 
payable 
by 
the 
Borrower under this Agreement and the other Loan 
Documents, shall be made by the Borrower to 
the Administrative Agent by no later than 2:00 p.m. (Chicago 
time) on the due date thereof at the 
office of 
the Administrative 
Agent in 
Chicago, Illinois 
(or such 
other location 
as the 
Administrative 
Agent 
may 
designate 
to 
the 
Borrower), 
for 
the 
benefit 
of 
the 
Lender(s) 
or 
L/C Issuer 
entitled 
thereto. 
Any 
payments 
received 
after 
such 
time 
shall 
be 
deemed 
to 
have 
been 
received 
by 
the 
Administrative Agent on 
the next Business 
Day. 
All such payments 
shall be made 
in U.S. Dollars, 
in 
immediately 
available 
funds 
at 
the 
place 
of 
payment, 
in 
each 
case 
without 
set-off 
or 
counterclaim. 
The Administrative 
Agent will 
promptly thereafter 
cause to 
be distributed 
like funds 
relating 
to 
the payment 
of 
principal or 
interest 
on Loans 
and on 
Reimbursement 
Obligations 
in 
which 
the 
Lenders 
have 
purchased 
Participating 
Interests 
ratably 
to 
the 
Lenders 
and 
like 
funds 
relating to the payment of any 
other amount payable to any 
Lender to such Lender, in each case to 
be applied in accordance 
with the terms of 
this Agreement. 
Unless the Administrative Agent 
shall 






-65-
have 
received 
notice 
from 
the 
Borrower 
prior 
to 
the 
date 
on 
which 
any 
payment 
is 
due 
to 
the 
Administrative Agent 
for the 
account of 
the Lenders 
or the 
L/C Issuers 
hereunder that 
the Borrower 
will not 
make such payment, 
the Administrative 
Agent may 
assume that 
the Borrower has 
made 
such payment 
on such 
date in 
accordance herewith 
and may, 
in reliance 
upon such 
assumption, 
distribute to the Lenders or 
the L/C Issuers, as the 
case may be, the 
amount due. 
With respect to 
any payment that 
the Administrative Agent 
makes to any 
Lender, L/C Issuer or 
other secured party 
hereunder as 
to which 
Administrative Agent 
determines (in 
its sole 
and absolute 
discretion) that 
any 
of 
the 
following 
applies 
(such 
payment 
referred 
to 
as 
the 
“Rescindable 
Amount”
): 
(1) 
the 
Borrowers have not in fact made the 
corresponding payment to the Administrative Agent; (2) 
the 
Administrative 
Agent 
has 
made 
a 
payment 
in 
excess 
of 
the 
amount(s) 
received 
by 
it 
from 
the 
Borrowers 
either 
individually 
or 
in 
the 
aggregate 
(whether 
or 
not 
then 
owed); 
or 
(3) 
the 
Administrative Agent has for any reason otherwise erroneously made such payment; then each of 
the 
Lenders, 
the 
L/C 
Issuer 
and 
the 
other 
Affiliates 
of 
the 
Lenders 
that 
are 
secured 
parties 
hereunder 
severally 
agrees 
to 
repay 
to 
the 
Administrative 
Agent 
forthwith 
on 
demand 
the 
Rescindable Amount 
so distributed 
to such 
Person, in 
immediately available 
funds with 
interest 
thereon, for each day from and including the date such amount is distributed to it 
to but excluding 
the date 
of payment 
to the 
Administrative Agent, 
at the 
greater of 
the Federal 
Funds Rate 
and a 
rate 
determined 
by 
the 
Administrative 
Agent 
in 
accordance 
with 
banking 
industry 
rules 
on 
interbank compensation.
Section 5.2. 
Non-Business 
Days. 

Subject 
to 
the 
definition 
of 
Interest 
Period, 
if 
any 
payment hereunder becomes due and payable 
on a day which is not 
a Business Day, 
the due date 
of 
such 
payment 
shall 
be 
extended 
to 
the 
next 
succeeding 
Business 
Day 
on 
which 
date 
such 
payment shall 
be due 
and payable. 
In the 
case of 
any payment 
of principal 
falling due 
on a 
day 
which 
is 
not a 
Business 
Day, 
interest 
on 
such 
principal 
amount 
shall 
continue 
to 
accrue during 
such extension 
at the 
rate per 
annum then 
in effect, which 
accrued amount 
shall be due 
and payable 
on the next scheduled date for the payment of interest. 
 
Section 5.3. 
Payments Set 
Aside
. 
To 
the extent 
that any 
payment by 
or on 
behalf of 
the 
Borrower 
or 
any 
other 
Loan 
Party 
is 
made 
to 
the 
Administrative 
Agent, 
any 
L/C 
Issuer 
or 
any 
Lender, 
or the 
Administrative Agent, 
any L/C 
Issuer or 
any Lender 
exercises its 
right of 
setoff, 
and such 
payment or 
the proceeds 
of such 
setoff or 
any part 
thereof is 
subsequently invalidated, 
declared to be 
fraudulent or 
preferential, set 
aside or 
required (including 
pursuant to 
any settlement 
entered into by 
the Administrative Agent, 
such L/C Issuer 
or such Lender 
in its discretion) 
to be 
repaid to 
a trustee, 
receiver or 
any other 
party, in connection 
with any 
proceeding under 
any Debtor 
Relief 
Law 
or 
otherwise, 
then 
(a) to 
the 
extent 
of 
such 
recovery, 
the 
obligation 
or 
part 
thereof 
originally intended to be satisfied shall be revived and continued in full force and effect as if such 
payment had 
not been 
made or 
such setoff 
had not 
occurred, and 
(b) each Lender 
and each 
L/C 
Issuer 
severally 
agrees 
to 
pay 
to 
the 
Administrative 
Agent 
upon 
demand 
its 
applicable 
share 
(without 
duplication) 
of 
any 
amount 
so 
recovered 
from 
or 
repaid 
by 
the 
Administrative 
Agent, 
plus interest thereon from the date 
of such demand to the date 
such payment is made at a rate 
per 
annum equal to the greater of the Federal Funds Rate and a rate determined by the 
Administrative 
Agent in accordance with banking industry rules on interbank compensation for each such day. 
 
Section 5.4. 
Account 
Debit
. 
The 
Borrower 
hereby 
irrevocably 
authorizes 
the 
Administrative Agent, upon at least two (2) business days prior notice to Borrower, to charge any 






-66-
of 
the 
Borrower’s 
deposit 
accounts 
maintained 
with 
the 
Administrative 
Agent 
for 
the 
amounts 
from 
time 
to 
time 
necessary 
to 
pay 
any 
then 
due 
Obligations; 
provided
 
that
the 
Borrower 
acknowledges and agrees that 
the Administrative Agent shall 
not be under an 
obligation to do so 
and the Administrative Agent shall not incur any liability to the Borrower or any other Person for 
the Administrative Agent’s failure to do so. 
S
ECTION
 
6. 
R
EPRESENTATIONS 
AND 
W
ARRANTIES
. 
Each Loan Party 
represents and warrants 
to the Administrative 
Agent and the 
Lenders as 
follows: 
Section 6.1. 
Organization and Qualification
. 
Each Loan Party is duly organized, validly 
existing, 
and 
in 
good 
standing 
as 
a 
corporation, 
limited 
liability 
company, 
or 
partnership, 
as 
applicable, under the laws of the jurisdiction in which it is organized, has the authority and power 
to own its Property and 
conduct its business as now 
conducted, and is duly qualified 
and in good 
standing in 
each jurisdiction 
in which 
the nature 
of the 
business conducted 
by it 
or the 
nature of 
the Property 
owned or 
leased by 
it requires 
such qualifying, 
except where 
the failure 
to do 
so would 
not have a Material Adverse Effect. 
Section 6.2. 
Subsidiaries
. 
Each 
Subsidiary 
that 
is 
not 
a 
Loan 
Party 
is 
duly 
organized, 
validly existing, and 
in good standing 
under the laws 
of the jurisdiction 
in which it 
is organized, 
has the authority and power to own 
its Property and conduct its business as now 
conducted, and is 
qualified and in 
good standing in 
each jurisdiction in 
which the nature of 
the business conducted 
by it or the nature 
of the Property owned 
or leased by it requires 
such qualifying, except where the 
failure 
to do 
so would 
not 
have a 
Material 
Adverse Effect. 
Schedule 6.2 hereto 
identifies 
each 
Subsidiary (including 
Subsidiaries that 
are Loan 
Parties), the 
jurisdiction of 
its organization, 
the 
percentage 
of 
issued 
and 
outstanding 
shares 
of 
each 
class 
of 
its 
capital 
stock 
or 
other 
equity 
interests 
owned 
by 
any 
Loan 
Party 
and 
its 
Subsidiaries 
and, 
if 
such 
percentage 
is 
not 
100% 
(excluding 
directors’ 
qualifying 
shares 
as 
required 
by 
law), 
a 
description 
of 
each 
class 
of 
its 
authorized capital 
stock and 
other equity 
interests and 
the number 
of shares 
of each 
class issued 
and outstanding. 
All of the 
outstanding shares of 
capital stock and 
other equity interests 
of each 
Subsidiary are validly issued and 
outstanding and fully paid and 
nonassessable and all such shares 
and other 
equity interests 
indicated on 
Schedule 6.2 as 
owned by 
the relevant 
Loan Party 
or another 
Subsidiary are owned, beneficially and of record, by such Loan Party or 
such Subsidiary free and 
clear of all Liens otherwise permitted by this Agreement. 
There are no outstanding commitments 
or 
other 
obligations 
of 
any 
Subsidiary 
to 
issue, 
and 
no 
options, 
warrants 
or 
other 
rights 
of 
any 
Person 
to 
acquire, 
any 
shares 
of 
any 
class 
of 
capital 
stock 
or 
other 
equity 
interests 
of 
any 
Subsidiary. 
Section 6.3. 
Authority 
and 
Validity 
of 
Obligations
. 
Each 
Loan 
Party 
has 
the 
right 
and 
authority to enter into this 
Agreement and the other Loan 
Documents executed by it, to 
make the 
borrowings herein provided 
for (in the 
case of the 
Borrower), to guarantee 
the Secured Obligations 
(in the 
case of 
each Guarantor), 
to grant 
to the 
Administrative Agent 
the Liens 
described in 
the 
Collateral Documents executed 
by such Loan 
Party, and to perform all 
of its obligations 
hereunder 
and under the other Loan Documents executed by it. 
The Loan Documents delivered by the Loan 
Parties and their Subsidiaries have been duly authorized, executed, and delivered by such Persons 






-67-
and constitute 
valid and 
binding obligations 
of such 
Loan Parties 
and their 
Subsidiaries enforceable 
against each 
of them 
in accordance 
with their 
terms, except 
as enforceability 
may be 
limited by 
bankruptcy, insolvency, fraudulent conveyance or 
similar laws 
affecting creditors’ rights 
generally 
and 
general 
principles 
of 
equity 
(regardless 
of 
whether 
the 
application 
of 
such 
principles 
is 
considered in a 
proceeding in equity 
or at law); 
and this Agreement 
and the other 
Loan Documents 
do not, nor does the performance 
or observance by any Loan 
Party or any Subsidiary of any 
of the 
matters and things herein or therein provided 
for, (a) contravene or constitute 
a default under any 
provision of law or any judgment, injunction, order or decree 
binding upon any Loan Party or any 
Subsidiary 
of 
a 
Loan 
Party 
or 
any 
provision 
of 
the 
organizational 
documents 
(
e.g.,
 
charter, 
certificate 
or 
articles 
of 
incorporation 
and 
by-laws, 
certificate 
or 
articles 
of 
association 
and 
operating 
agreement, 
partnership 
agreement, 
or 
other 
similar 
organizational 
documents) 
of 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party, 
(b) contravene 
or 
constitute 
a 
default 
under 
any 
covenant, indenture or agreement 
of or affecting any 
Loan Party or 
any Subsidiary of 
a Loan Party 
or any of their respective Property, in each case where such contravention or default, individually 
or in the aggregate, could 
reasonably be expected to have 
a Material Adverse Effect, 
or (c) result 
in the creation or imposition 
of any Lien on any 
Property of any Loan Party 
or any Subsidiary of 
a 
Loan 
Party other 
than the 
Liens granted 
in favor 
of the 
Administrative Agent 
pursuant 
to the 
Collateral Documents. 
Section 6.4. 
Use of Proceeds; Margin 
Stock
. 
The Borrower shall use the proceeds of the 
Revolving Facility to 
finance Capital Expenditures, 
to finance Permitted 
Acquisitions and for 
its 
general working 
capital purposes 
and for 
such other 
legal and 
proper purposes 
as are 
consistent 
with 
all 
applicable 
laws 
and 
to 
pay 
certain 
fees 
and 
expenses 
associated 
with 
closing 
of 
this 
Agreement. 
No Loan 
Party 
nor any 
of its 
Subsidiaries is 
engaged in 
the business 
of extending 
credit for the 
purpose of purchasing or 
carrying margin stock (within 
the meaning of 
Regulation U 
of the 
Board of 
Governors of 
the Federal 
Reserve System), 
and no 
part of the 
proceeds of 
any Loan 
or any other extension of 
credit made hereunder 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. 

Margin stock (as hereinabove 
defined) constitutes less than 25% 
of the assets of the Loan 
Parties 
and 
their 
Subsidiaries 
which 
are 
subject 
to 
any 
limitation 
on 
sale, 
pledge 
or 
other 
restriction 
hereunder. 
Section 6.5. 
Financial Reports
. 
The consolidated 
balance sheet 
of the 
Borrower and 
its 
Subsidiaries 
as 
of 
May 
29, 
2021, 
and 
the 
related 
consolidated 
statements 
of 
operations, 
comprehensive 
income 
(loss), 
stockholder’s 
equity 
and 
cash 
flows 
of 
the 
Borrower 
and 
its 
Subsidiaries 
for 
the 
fiscal 
year 
then 
ended, 
and 
accompanying 
notes 
thereto, 
which 
financial 
statements are accompanied 
by the audit 
report of Frost, 
PLLC, independent public 
accountants, 
and the 
unaudited interim 
consolidated balance 
sheet of 
the Borrower 
and its 
Subsidiaries as 
of 
August 
28, 
2021, 
and 
the 
related 
consolidated 
statements 
of 
operations, 
comprehensive 
income(loss), 
shareholder’s 
equity 
and 
cash 
flows 
of 
the 
Borrower 
and 
its 
Subsidiaries
for 
the 
three (3) months 
then ended, 
heretofore furnished 
to the 
Administrative Agent 
and the 
Lenders, 
fairly present in all 
material respects the consolidated 
financial condition of the 
Borrower and its 
Subsidiaries
at said 
dates and 
the consolidated 
results of 
their operations 
and cash 
flows for 
the 
periods then ended in conformity with 
GAAP applied on a consistent basis. 
Neither the Borrower
nor any of its Subsidiaries has 
contingent liabilities which are material to 
it other than as indicated 






-68-
on such 
financial statements 
or, with respect 
to future 
periods, on 
the financial 
statements furnished 
pursuant to Section 8.5. 

Section 6.6. 
No Material Adverse 
Change. 

Since May 29, 
2021, there has 
been no change 
in the condition (financial 
or otherwise) or business 
prospects of any 
Loan Party or 
any Subsidiary 
of 
a 
Loan 
Party except 
those 
occurring 
in 
the ordinary 
course 
of 
business or 
as disclosed 
in its 
filings with the SEC, none of which 
individually or in the aggregate could 
reasonably be expected 
to have a Material Adverse Effect. 

Section 6.7. 
Full 
Disclosure
. 
The 
statements 
and 
information 
furnished 
to 
the 
Administrative Agent 
and the 
Lenders in 
connection with 
the negotiation 
of this 
Agreement and 
the 
other 
Loan 
Documents 
and 
the 
commitments 
by 
the 
Lenders 
to 
provide 
all 
or 
part 
of 
the 
financing contemplated 
hereby do 
not contain 
any untrue 
statements of 
a material 
fact or 
omit a 
material fact necessary 
to make the 
material statements contained 
herein or therein 
not misleading, 
the Administrative 
Agent and the 
Lenders acknowledging that 
as to 
any projections furnished 
to 
the 
Administrative 
Agent 
and 
the 
Lenders, 
the 
Loan 
Parties 
only 
represent 
that 
the 
same 
were 
prepared on 
the basis 
of information and 
estimates the 
Loan Parties 
believed to 
be reasonable in 
light of 
the then 
existing conditions. 
The Administrative 
Agent and 
Lenders recognize 
that any 
projections are 
not to 
be viewed 
as facts 
and that 
the actual 
results during 
the period 
or periods 
covered by such projections may vary from such 
projections. 
Notwithstanding the foregoing, it is 
understood and agreed 
that the periodic 
reports and other 
information of Borrower 
filed with the 
SEC pursuant 
to Section 
13 of 
the Exchange 
Act speak 
as of 
the date 
of such 
reports or 
other filings 
and not of any 
subsequent time and, therefore, 
the representation set forth 
in the first sentence 
of 
this paragraph is applicable to the information contained in such reports or other filings only 
as of 
the date 
of such 
reports or 
other filings. 
Additionally, 
notwithstanding anything 
to the 
contrary 
contained 
herein, 
the 
representation 
in 
the 
first 
sentence 
of 
this 
paragraph 
shall 
not 
apply 
to 
forward-looking information contained in the filings made by Borrower with the SEC pursuant to 
Section 13 
of 
the 
Exchange 
Act, 
and 
the 
Borrowers 
shall 
have 
no 
liability 
with 
respect 
to 
such 
forward-looking information, except to the 
extent that Borrower would have 
liability to investors 
in its 
public securities 
under the 
Exchange Act 
after the 
application of 
Section 21E 
of the 
Exchange 
Act. 
Section 6.8. 
Trademarks, 
Franchises, 
and 
Licenses
. 
The 
Loan 
Parties 
and 
their 
Subsidiaries 
own, 
possess, 
or 
have 
the 
right 
to 
use 
all 
necessary 
patents, 
licenses, 
franchises, 
trademarks, 
trade 
names, 
trade 
styles, 
copyrights, 
trade 
secrets, 
know 
how, 
and 
confidential 
commercial 
and 
proprietary 
information 
to 
conduct 
their 
businesses 
as 
now conducted, 
without 
known conflict 
with any 
patent, license, 
franchise, trademark, 
trade name, 
trade style, 
copyright 
or other proprietary right of any other Person. 
Section 6.9. 
Governmental 
Authority 
and 
Licensing. 
 
The 
Loan 
Parties 
and 
their 
Subsidiaries 
have 
received 
all 
licenses, 
permits, 
and 
approvals 
of 
all 
federal, 
state, 
and 
local 
governmental 
authorities, 
if 
any, 
necessary 
to 
conduct 
their 
businesses, 
in 
each 
case 
where 
the 
failure to 
obtain or 
maintain the 
same could 
reasonably be 
expected to 
have a 
Material Adverse 
Effect. 
No 
investigation 
or 
proceeding 
which, 
if 
adversely 
determined, 
could 
reasonably 
be 
expected to result in revocation 
or denial of any 
material license, permit or approval 
is pending or, 
to the knowledge of any Loan Party, threatened in writing.






-69-
Section 6.10. 
Good Title
. 
The Borrower and 
its Subsidiaries have 
good and defensible 
title 
(or valid 
leasehold interests) 
to their 
assets as 
reflected on 
the most 
recent consolidated 
balance 
sheet of the Borrower and its Subsidiaries 
furnished to the Administrative Agent and the 
Lenders 
(except for sales of assets in 
the ordinary course of business), subject 
to no Liens other than such 
thereof as are permitted by Section 8.8. 

Section 6.11. 
Litigation 
and 
Other 
Controversies. 

Except 
as 
set 
forth 
in 
Schedule 
6.11, 
there is no litigation 
or governmental or arbitration proceeding 
or labor controversy pending, 
nor 
to 
the 
knowledge 
of 
any 
Loan 
Party 
threatened, 
against 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan Party 
or any 
of their 
respective Property 
which if 
adversely determined, 
individually or 
in 
the aggregate, could reasonably be expected to have a Material Adverse Effect. 
Section 6.12. 
Taxes
. 
All federal and material state, local, and foreign Tax returns required 
to be filed 
by any Loan 
Party or any 
Subsidiary of a 
Loan Party in 
any jurisdiction have, 
in fact, 
been filed, and 
all Taxes 
upon any Loan 
Party or any 
Subsidiary of a 
Loan Party or 
upon any of 
their respective 
Property, 
income or 
franchises, which 
are shown 
to be 
due and 
payable in 
such 
returns, 
have 
been 
paid, 
except 
such Taxes, 
if 
any, 
as 
are 
being 
contested 
in 
good 
faith 
and 
by 
appropriate proceedings 
which prevent 
enforcement of 
the matter 
under contest 
and as 
to which 
adequate 
reserves 
established 
in 
accordance 
with 
GAAP 
have 
been 
provided. 
No 
Loan 
Party 
knows of any proposed additional 
Tax assessment against it or its Subsidiaries for 
which adequate 
provisions in accordance with GAAP have 
not been made on their 
accounts. 
Adequate provisions 
in accordance with GAAP for Taxes 
on the books of each Loan Party and each of its Subsidiaries 
have been made for all open years, and for its current fiscal period. 
Section 6.13. 
Approvals
. 
No authorization, 
consent, license 
or exemption 
from, or 
filing 
or 
registration 
with, 
any 
court 
or 
governmental 
department, 
agency 
or 
instrumentality, 
nor 
any 
approval or consent of any other Person, is or will be necessary to the valid execution, delivery or 
performance by any Loan Party or any Subsidiary of a Loan Party of any Loan Document, except 
for (i) such approvals which have been obtained prior to the date of this Agreement and remain in 
full force and effect 
and (ii) filings which are necessary 
to perfect the security interests 
under the 
Collateral Documents. 
Section 6.14. 
Affiliate Transactions 
. 

No Loan 
Party nor 
any of 
its Subsidiaries 
is a 
party 
to any 
contracts or 
agreements with 
any of 
its Affiliates 
on terms 
and conditions 
which are 
less 
favorable 
to 
such 
Loan Party 
or 
such Subsidiary 
than 
would 
be 
usual 
and 
customary 
in 
similar 
contracts or agreements between Persons not affiliated with each other.
Section 6.15. 
Investment 
Company. 

No 
Loan 
Party 
nor 
any 
of 
its 
Subsidiaries 
is 
an 
“investment 
company” 
or 
a 
company 
“controlled” 
by 
an 
“investment 
company” 
within 
the 
meaning of the Investment Company Act of 1940, as amended. 

 
Section 6.16. 
ERISA
. 
Except as 
would not 
reasonably be 
expected to 
result in 
a Material 
Adverse Effect, 
each Loan Party 
and each other 
member of its 
Controlled Group has 
fulfilled its 
obligations under the minimum funding standards of 
and is in compliance in all material 
respects 
with ERISA 
and the 
Code to 
the extent 
applicable to 
it and 
has not 
incurred any 
liability to 
the 
PBGC or a 
Plan under Title 
IV of ERISA 
other than a 
liability to the 
PBGC for premiums 
under 






-70-
Section 4007 
of 
ERISA. 
Except 
as 
would 
not 
reasonably 
be 
expected 
to 
result 
in 
a 
Material 
Adverse Effect, no Loan Party or any 
of its Subsidiaries has any contingent liabilities 
with respect 
to any post-retirement 
benefits under a 
Welfare Plan, other than 
liability for continuation 
coverage 
described in article 6 of Title I of ERISA. 
Section 6.17. 
Compliance 
with 
Laws
. 
(a) The 
Loan 
Parties 
and 
their 
Subsidiaries 
are 
in 
compliance with all 
Legal Requirements applicable 
to or pertaining 
to their Property 
or business 
operations, where any such non-compliance, individually or in the 
aggregate, could reasonably be 
expected to have a Material Adverse Effect. 

 
(b) 
Except for such matters, individually 
or in the aggregate, which could 
not reasonably 
be expected 
to result 
in a 
Material Adverse 
Effect, 
the Loan 
Parties represent 
and warrant 
that: 

(i) the Loan 
Parties and 
their Subsidiaries, 
and each 
of the 
Premises, comply 
in all 
material respects 
with all applicable 
Environmental Laws; (ii) the 
Loan Parties and 
their Subsidiaries have 
obtained, 
maintain 
and 
are 
in 
compliance 
with 
all 
approvals, 
permits, 
or 
authorizations 
of 
Governmental 
Authorities required for their operations 
and each of the Premises; 
(iii) the Loan Parties and their 
Subsidiaries have not, and no Loan Party has knowledge 
of any other Person who has, caused any 
Release, threatened Release or disposal of any Hazardous Material or any other waste or product, 
including manure, 
at, on, 
or from 
any of 
the Premises 
in violation 
of any 
Environmental Laws; 
(iv) the Loan Parties and their Subsidiaries are not subject to and have not received written notice 
of any material Environmental Claim involving any Loan Party or 
any Subsidiary of a Loan Party 
or any of the Premises, and, to the knowledge of the Loan Parties and their Subsidiaries, there are 
no conditions or occurrences 
at any of 
the Premises which could 
reasonably be anticipated to 
form 
the 
basis 
for 
such 
a 
material 
Environmental 
Claim; 
(v) none 
of 
the 
Premises 
contain 
and 
have 
contained any sites 
on or nominated 
for the National 
Priority List or 
similar state list; 
(vi) the Loan 
Parties 
and 
their 
Subsidiaries 
have 
conducted 
no 
Hazardous 
Material 
Activity 
at 
any 
of 
the 
Premises 
except in 
compliance with 
Environmental Laws; 
(vii) except for 
permits, licenses 
and 
other 
legal 
requirements 
required 
in 
the 
ordinary 
course 
of 
business 
none 
of 
the 
Premises 
are 
subject to any, 
and no Loan 
Party has knowledge 
of any imminent, 
restriction on the 
ownership, 
occupancy, 
use or 
transferability of 
the Premises in 
connection with 
any (1) Environmental 
Law 
or 
(2) Release, 
threatened 
Release 
or 
disposal 
of 
a 
Hazardous 
Material, 
waste 
or 
product; 
and 
(viii) the 
Loan 
Parties 
and 
their 
Subsidiaries 
have 
no 
knowledge 
of 
any 
material 
capital 
expenditures 
necessary 
to 
bring 
the 
Premises 
or 
their 
respective 
businesses 
or 
equipment 
into 
compliance with Environmental Laws. 

 
(c) 
Each 
Loan 
Party 
and 
each 
of 
its 
Subsidiaries 
is 
in 
material 
compliance 
with 
all 
Anti-Corruption Laws. 
To the knowledge of 
the Responsible 
Officers of the 
Loan Parties, 
no Loan 
Party 
nor 
any 
Subsidiary 
has 
made 
a 
payment, 
offering, 
or 
promise 
to 
pay, 
or 
authorized 
the 
payment of, money or anything of 
value (a) in order to assist 
in obtaining or retaining business for 
or 
with, 
or 
directing 
business 
to, 
any 
foreign 
official, 
foreign 
political 
party, 
party 
official 
or 
candidate 
for 
foreign 
political 
office, 
(b) to 
a 
foreign 
official, 
foreign 
political 
party 
or 
party 
official or any candidate for foreign political office, 
and (c) with the intent to induce the recipient 
to 
misuse 
his 
or 
her 
official 
position 
to 
direct 
business 
wrongfully 
to 
such 
Loan 
Party 
or 
such 
Subsidiary 
or 
to 
any 
other 
Person, 
in 
violation 
of 
any 
Anti-Corruption 
Laws, 
which 
could 
reasonably be expected to result in a Material Adverse Effect. 






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Section 6.18. 
OFAC
. 
(a) Each Loan Party is 
in compliance in 
all material respects with 
the 
requirements of all 
OFAC 
Sanctions Programs applicable 
to it, (b) each 
Subsidiary of each Loan 
Party 
is 
in 
compliance 
in 
all 
material 
respects 
with 
the 
requirements 
of 
all 
OFAC 
Sanctions 
Programs applicable 
to such 
Subsidiary, 
(c) each Loan 
Party has 
provided to 
the Administrative 
Agent, 
the L/C 
Issuer, 
and 
the 
Lenders 
all 
information 
requested 
by 
them 
regarding 
such 
Loan 
Party and 
its Affiliates 
and Subsidiaries 
necessary for 
the Administrative 
Agent, the 
L/C Issuer, 
and the Lenders to 
comply with all applicable OFAC 
Sanctions Programs, and (d) no 
Loan Party 
nor any 
of its 
Subsidiaries nor, 
to the 
knowledge of 
any Loan 
Party, any officer, director 
or Affiliate 
of 
any 
Loan 
Party 
or 
any 
of 
its 
Subsidiaries, 
is 
a 
Person, 
that 
is, 
or 
is 
owned 
or 
controlled 
by 
Persons 
that 
are, 
(i) the 
target 
of 
any 
OFAC 
Sanctions 
Programs 
or 
(ii) located, 
organized 
or 
resident 
in 
a 
country 
or 
territory 
that 
is, 
or 
whose 
government 
is, 
the 
subject 
of 
any 
OFAC 
Sanctions Programs. 
Section
6.19.
Labor Matters. 

There are 
no strikes, 
lockouts or 
slowdowns against 
any Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
pending 
or, 
to 
the 
knowledge 
of 
any 
Loan 
Party, 
threatened. 
There are 
no collective 
bargaining 
agreements in 
effect 
between any 
Loan Party 
or 
any Subsidiary of a Loan Party and any 
labor union; and no Loan Party nor any 
of its Subsidiaries 
is 
under 
any 
obligation 
to 
assume 
any 
collective 
bargaining 
agreement 
to 
or 
conduct 
any 
negotiations with any labor union with respect to any future agreements. 
Each Loan Party and its 
Subsidiaries 
have 
remitted 
on 
a 
timely 
basis 
all 
amounts 
required 
to 
have 
been 
withheld 
and 
remitted 
(including 
withholdings 
from 
employee 
wages 
and 
salaries 
relating 
to 
income 
tax, 
employment 
insurance, 
and 
pension 
plan 
contributions), 
goods 
and 
services 
tax 
and 
all 
other 
amounts 
which 
if 
not 
paid 
when 
due 
could 
result 
in 
the 
creation 
of 
a 
Lien 
against 
any 
of 
its 
Property, 
except for 
Liens permitted 
by Section 8.8, 
or which 
would not 
reasonably be 
expected 
to result 
in a 
Material Adverse 
Effect or 
which are 
being contested 
in good 
faith by 
appropriate 
proceedings which prevent enforcement of any Lien with respect thereto.
Section 6.20. 
Other Agreements
. 
No Loan 
Party nor 
any of 
its Subsidiaries 
is in 
default 
under the terms of any covenant, 
indenture or agreement of or affecting 
such Person or any of its 
Property, which default 
if uncured 
could reasonably 
be expected 
to have 
a Material 
Adverse Effect. 

Section 6.21. 
Solvency
. 
The 
Loan 
Parties and 
their 
Subsidiaries 
are 
solvent, 
able 
to 
pay 
their 
debts 
as 
they 
become 
due, 
and 
have 
sufficient 
capital 
to 
carry 
on 
their 
business 
and 
all 
businesses in which they are about to engage. 
Section 6.22. 
No Default. 

No Default has occurred and is continuing.
Section 6.23. 
No Broker Fees. 

No broker’s or finder’s 
fee or commission will be 
payable 
with respect hereto 
or any of 
the transactions contemplated 
thereby; and the 
Loan Parties hereby 
agree to indemnify 
the Administrative Agent, 
the L/C Issuer, 
and the Lenders 
against, and agree 
that they will hold the 
Administrative Agent, the L/C Issuer, 
and the Lenders harmless from, 
any 
claim, demand, or liability for 
any such broker’s or 
finder’s fees alleged to 
have been incurred in 
connection herewith or therewith and 
any expenses (including reasonable attorneys’ 
fees) arising 
in connection with any such claim, demand, or liability.






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S
ECTION
 
7. 
C
ONDITIONS 
P
RECEDENT
. 
Section 7.1. 
All Credit Events
. 
At the time of each Credit Event hereunder: 
 
(a) 
each of the 
representations and warranties 
set forth herein 
and in the 
other 
Loan 
Documents 
shall be 
and 
remain 
true 
and correct 
in 
all 
material 
respects 
as 
of said 
time (where 
not already 
qualified by 
materiality, 
otherwise in 
all respects), 
except to 
the 
extent 
the 
same 
expressly 
relate 
to 
an 
earlier 
date, 
in 
which 
case 
they 
shall 
be 
true 
and 
correct in all material respects (where not already qualified by materiality, otherwise in all 
respects) as of such earlier date; 
 
(b) 
no Default shall have occurred 
and be continuing or would 
occur as a result 
of such Credit Event; 

 
(c) 
after giving 
effect to 
such extension 
of credit 
the aggregate 
principal amount 
of 
all 
Swingline 
Loans, 
Revolving 
Loans 
and 
L/C 
Obligations 
outstanding 
under 
this 
Agreement shall not exceed the Revolving Credit Commitments; 

 
(d) 
in the case 
of a Borrowing 
the Administrative Agent 
shall have received 
the 
notice 
required 
by 
Section 2.6, 
in 
the 
case 
of 
the 
issuance 
of 
any 
Letter 
of 
Credit 
the 
L/C Issuer 
shall 
have 
received 
a 
duly 
completed 
Application 
for 
such 
Letter 
of 
Credit 
together with any 
fees called for 
by Section 3.1, and, 
in the case 
of an extension 
or increase 
in the 
amount of 
a Letter 
of Credit, 
a written 
request therefor 
in a 
form acceptable 
to the 
L/C Issuer together with fees called for by Section 3.1; and 
 
(e) 
such 
Credit 
Event 
shall 
not 
violate 
any 
order, 
judgment 
or 
decree 
of 
any 
court 
or 
other 
authority 
or 
any 
provision 
of 
law 
or 
regulation 
applicable 
to 
the 
Administrative 
Agent, 
the 
L/C Issuer 
or 
any 
Lender 
(including, 
without 
limitation, 
Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. 
Each request 
for a 
Borrowing hereunder 
and each 
request for 
the issuance 
of, increase 
in 
the amount 
of, or 
extension of 
the expiration 
date of, 
a Letter 
of Credit 
shall be 
deemed to 
be a 
representation 
and 
warranty 
by 
the 
Borrower 
on 
the 
date 
on 
such 
Credit 
Event 
as 
to 
the 
facts 
specified in subsections (a) 
through (d), both 
inclusive, of this 
Section; 
provided, however, 
that the 
Lenders may continue to 
make advances under the 
Revolving Facility, in the sole discretion of 
the 
Lenders 
with 
Revolving 
Credit 
Commitments, 
notwithstanding 
the 
failure 
of 
the 
Borrower 
to 
satisfy one or more of 
the conditions set forth above 
and any such advances so 
made shall not be 
deemed a waiver of any Default or other condition set forth above that may then exist. 

Section 7.2. 
Initial Credit Event. 

Before or concurrently with the Initial Credit Event:
 
(a) 
the Administrative Agent 
shall have received 
this Agreement duly 
executed 
by 
the 
Borrower 
and 
its 
Wholly-owned 
Subsidiaries 
that 
are 
Domestic 
Subsidiaries, 
as 
Guarantors, the L/C Issuer, and the Lenders; 






-73-
 
(b) 
if requested 
by any 
Lender, 
the Administrative 
Agent shall 
have received 
for such Lender such Lender’s duly executed Notes 
of the Borrower dated the date hereof 
and otherwise in compliance with the provisions of Section 2.10; 
 
(c) 
the 
Administrative 
Agent 
shall 
have 
received 
the 
Reaffirmation, 
Modification and Omnibus 
Joinder Agreement dated 
as of the 
date hereof, duly 
executed 
by the 
Loan Parties, 
together with 
(i) UCC financing 
statements to 
be filed 
against each 
Loan 
Party, 
as 
debtor, 
in 
favor 
of 
the 
Administrative 
Agent, 
as 
secured 
party, 
and 
(ii) deposit 
account 
control 
agreements 
to 
the 
extent 
requested 
by 
the 
Administrative 
Agent; 

 
(d) 
the Administrative Agent shall 
have received evidence of 
insurance in form 
and substance satisfactory to the Administrative Agent; 
 
(e) 
the Administrative 
Agent shall 
have received 
copies of 
each Loan 
Party’s 
articles 
of 
incorporation 
and 
bylaws 
(or 
comparable 
organizational 
documents) 
and 
any 
amendments thereto, 
certified in 
each instance 
by its 
Secretary or 
Assistant Secretary 
(or 
comparable Responsible Officer); 
 
(f) 
the Administrative Agent shall 
have received copies of 
resolutions of each 
Loan 
Party’s 
Board 
of 
Directors 
(or 
similar 
governing 
body) 
authorizing 
the 
execution, 
delivery and performance of this 
Agreement and the other Loan Documents 
to which it is 
a 
party 
and 
the 
consummation 
of 
the 
transactions 
contemplated 
hereby 
and 
thereby, 
together with specimen signatures of 
the persons authorized to execute such 
documents on 
each 
Loan 
Party’s 
behalf, 
all 
certified 
in 
each 
instance 
by 
its 
Secretary 
or 
Assistant 
Secretary (or comparable Responsible Officer); 
 
(g) 
the 
Administrative 
Agent shall 
have received 
copies 
of the 
certificates 
of 
good standing for each 
Loan Party (dated no 
earlier than 30 days prior 
to the date hereof) 
from the office of the secretary of the state of its incorporation or organization; 
 
(h) 
the 
Administrative 
Agent 
shall 
have 
received 
a 
list 
of 
the 
Borrower’s 
Authorized Representatives, 
which may 
be included 
in the 
certificate of 
the Secretary 
or 
Assistant Secretary (or comparable Responsible Officer) referenced in Sections 7.1(e) and 
(f); 
 
(i) 
Reserved
; 
 
(j) 
the Administrative 
Agent shall 
have received 
the initial 
fees called 
for by 
Section 3.1; 
 
(k) 
each 
Lender 
shall 
have 
received 
(i) audited 
financial 
statements 
and 
unaudited monthly 
financial statements 
(including an 
income statement, 
a balance 
sheet, 
and a 
cash flow 
statement) of 
the Loan 
Parties for 
the prior 
3 years, 
including unaudited 
quarterly financial statements for the 
period ended August 28, 2021, 
and 5-year projected 
financial statements, certified to 
by a Financial Officer 
of the Borrower (and 
each Lender 






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hereby acknowledges that it has received copies of each of the foregoing items); and (ii) a 
certificate from a Responsible Officer of the Borrower certifying that since May 29, 2021, 
no Material Adverse Effect has occurred; 
 
(l) 
the Administrative Agent shall have 
received financing statement, tax, and 
judgment 
lien 
search 
results 
against 
each 
Loan 
Party 
and 
its 
Property 
evidencing 
the 
absence of Liens thereon except as permitted by Section 8.8; 
 
(m) 
the Administrative Agent shall have received the favorable written opinion 
of 
counsel 
to 
each 
Loan 
Party, 
in 
form 
and 
substance 
satisfactory 
to 
the 
Administrative 
Agent; 

 
(n) 
each 
of 
the 
Lenders 
shall 
have 
received, 
sufficiently 
in 
advance 
of 
the 
Closing 
Date, 
all 
documentation 
and 
other 
information 
requested 
by 
any 
such 
Lender 
required 
by 
bank 
regulatory 
authorities 
under 
applicable 
“know 
your 
customer” 
and 
anti-money 
laundering 
rules 
and 
regulations, 
including 
without 
limitation, 
the 
United 
States 
Patriot 
Act 
(Title III 
of 
Pub. L. 107-56 
(signed 
into 
law 
October 26, 
2001)) 
including, 
without 
limitation, 
the 
information 
described 
in 
Section 13.24; 
and 
the 
Administrative Agent shall have received a fully executed Internal Revenue Service Form 
W-9 (or its equivalent) for the Borrower and each other Loan Party; 
 
(o) 
at least 
5 days 
prior to 
the Closing 
Date, any 
Borrower that 
qualifies as 
a 
“legal 
entity 
customer” 
under 
the 
Beneficial 
Ownership 
Regulation 
shall 
deliver 
a 
Beneficial Ownership Certification in relation to such Borrower; and 
 
(p) 
the 
Administrative 
Agent 
shall 
have 
received 
such 
other 
agreements, 
instruments, 
documents, 
certificates, 
and 
opinions 
as 
the 
Administrative 
Agent 
may 
reasonably request. 

S
ECTION
 
8. 
C
OVENANTS
. 
Each Loan Party agrees that, so long 
as any credit is available to or 
in use by the Borrower 
hereunder, 
except to 
the extent 
compliance in 
any case 
or cases 
is waived 
in writing 
pursuant to 
the terms of Section 13.3. 
Section 8.1. 
Maintenance of Business. 
 
(a) 
Each 
Loan 
Party 
shall, 
and 
shall 
cause 
each 
of 
its 
Subsidiaries 
to, 
preserve 
and 
maintain its 
existence, except 
as otherwise 
provided in 
Section 8.10(c); 
provided, 
however,
 
that 
nothing in this 
Section shall prevent the 
Borrower from dissolving any 
of its Subsidiaries 
if such 
action 
is, 
in 
the 
reasonable 
business 
judgment 
of 
the 
Borrower, 
desirable 
in 
the 
conduct 
of 
its 
business and is not disadvantageous in any material respect to the Lenders. 

 
(b) 
Each Loan Party shall, and 
shall cause each of its 
Subsidiaries to, preserve and keep 
in force 
and effect 
all licenses, 
permits, franchises, 
approvals, patents, 
trademarks, trade 
names, 






-75-
trade styles, copyrights, 
and other proprietary 
rights necessary 
to the proper 
conduct of its 
business 
where the failure to do so could reasonably be expected to have a Material Adverse Effect. 
 
Section 8.2. 
Maintenance of 
Properties. 

Each Loan 
Party shall, 
and shall 
cause each 
of 
its Subsidiaries to, maintain, preserve, and keep its property, 
plant, and equipment in good repair, 
working order and condition (ordinary wear and tear excepted), and shall from time to time make 
such repairs, renewals, replacements, additions, 
and betterments thereto as it deems 
appropriate in 
its reasonable business judgment so that the usefulness thereof shall be preserved 
and maintained, 
except to the extent that, 
in the reasonable business judgment of 
such Person, any such Property is 
no longer necessary for the proper conduct of the business of such Person.
Section 8.3. 
Taxes 
and Assessment
s. 
Each Loan Party 
shall duly pay and 
discharge, and 
shall cause each of its Subsidiaries to duly pay and discharge, 
all federal and material state, local, 
and 
foreign 
Taxes, 
rates, 
assessments, 
fees, 
and 
governmental 
charges 
upon 
or 
against 
it 
or 
its 
Property, 
in 
each 
case 
before 
the 
same 
become 
delinquent 
and 
before 
penalties 
accrue 
thereon, 
unless 
and 
to 
the 
extent 
that 
the 
same 
are 
being 
contested 
in 
good 
faith 
and 
by 
appropriate 
proceedings 
which 
prevent 
enforcement 
of 
the 
matter 
under 
contest 
and 
adequate 
reserves 
are 
provided therefor. 
Section 8.4. 
Insurance. 

Each Loan 
Party shall 
insure and 
keep insured, 
and shall 
cause 
each 
of 
its 
Subsidiaries 
to 
insure 
and 
keep 
insured, 
with 
good 
and 
responsible 
insurance 
companies, all insurable Property 
owned by it which 
is of a character 
usually insured by Persons 
similarly situated and 
operating like Properties 
against loss or 
damage from such 
hazards and risks 
(including 
flood 
insurance 
with 
respect 
to 
any 
improvements 
on 
real 
Property 
consisting 
of 
building or parking 
facilities in an 
area designated by 
a governmental body 
as having special 
flood 
hazards), 
and 
in 
such 
amounts 
and 
with 
such 
deductibles, 
as 
are 
insured 
by 
Persons 
similarly 
situated 
and 
operating 
like 
Properties, 
but 
in 
no 
event 
at 
any 
time 
in 
an 
amount 
less 
than 
the 
replacement value of the 
Collateral, subject to deductibles. 
Each Loan Party shall 
also maintain, 
and shall cause each of its Subsidiaries to maintain, insurance with respect to the business of such 
Loan 
Party 
and 
its 
Subsidiaries, 
covering 
commercial 
general 
liability, 
statutory 
worker’s 
compensation 
and 
occupational 
disease, 
statutory 
structural 
work 
act 
liability, 
and 
business 
interruption and such other 
risks with good and 
responsible insurance companies, in 
such amounts 
and on such terms as the 
Administrative Agent or the Required Lenders 
shall reasonably request, 
but in any event as and to the extent usually insured by 
Persons similarly situated and conducting 
similar businesses. 
The Loan Parties shall 
in any event maintain 
insurance on the Collateral 
to the 
extent 
required 
by 
the 
Collateral 
Documents. 
All 
such 
policies 
of 
insurance 
shall 
contain 
satisfactory mortgagee/lender’s loss payable 
endorsements, naming the Administrative Agent 
(or 
its security trustee) as mortgagee or 
a loss payee, assignee or additional insured, 
as appropriate, as 
its interest may 
appear, and showing 
only such 
other loss 
payees, assignees 
and additional insureds 
as are 
satisfactory 
to the 
Administrative 
Agent. 
Each policy 
of insurance 
or endorsement 
shall 
contain a clause 
requiring the insurer 
to give not 
less than thirty (30) 
days’ (ten (10) days’ in 
the 
case of 
nonpayment of 
insurance premiums) 
prior written 
notice to 
the Administrative 
Agent in 
the event of 
cancellation of the 
policy for any 
reason whatsoever. 
The Borrower shall 
deliver to 
the Administrative 
Agent (a) on 
the Closing 
Date and 
at such 
other times 
as the 
Administrative 
Agent 
shall 
reasonably 
request, 
certificates 
evidencing 
the 
maintenance 
of 
insurance 
required 
hereunder, 
(b) prior 
to 
the 
termination 
of 
any 
such 
policies, 
certificates 
evidencing 
the 
renewal 






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thereof, and 
(c) promptly following 
request by 
the Administrative 
Agent, copies 
of all 
insurance 
policies 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries. 
The 
Borrower 
also 
agrees 
to 
deliver 
to 
the 
Administrative Agent, promptly 
as rendered, true 
copies of all 
reports made in 
any reporting forms 
to insurance companies. 
Section 8.5. 
Financial 
Reports. 

The 
Loan 
Parties 
shall, 
and 
shall 
cause 
each 
of 
their 
Subsidiaries to, 
maintain proper 
books of 
records and 
accounts reasonably 
necessary to 
prepare 
financial statements 
required to 
be delivered 
pursuant to 
this Section 
8.5 in 
accordance with 
GAAP 
and shall furnish to the Administrative Agent and each Lender:
 
(a) 
as soon as 
available, and in 
any event no 
later than 45 days 
after the last 
day 
of each 
fiscal quarter 
of each 
fiscal year 
of the 
Borrower, a copy 
of the 
consolidated balance 
sheet of the 
Borrower and its 
Subsidiaries
as of the last 
day of such fiscal 
quarter and the 
related consolidated statement 
of operations, comprehensive 
income (loss), shareholder’s 
equity, 
and cash 
flows of 
the Borrower 
and its 
Subsidiaries for 
the fiscal 
quarter and 
for 
the fiscal year-to-date period 
then ended, each 
in reasonable detail 
showing in comparative 
form the figures for the 
corresponding date and period 
in the previous fiscal 
year, prepared 
by the Borrower in accordance with GAAP (subject to the absence of footnote disclosures 
and year-end audit adjustments) and certified to by a Financial Officer of the Borrower; 
 
(b) 
as soon as 
available, and in 
any event no 
later than 90 days 
after the last 
day 
of 
each 
fiscal 
year 
of 
the 
Borrower, 
a 
copy 
of 
the 
consolidated 
balance 
sheet 
of 
the 
Borrower and its 
Subsidiaries as of 
the last day 
of the fiscal 
year then ended 
and the related 
consolidated statement of 
operations, comprehensive income 
(loss), shareholder’s 
equity, 
and 
cash 
flows 
of 
the 
Borrower 
and 
its 
Subsidiaries 
for 
the 
fiscal 
year 
then 
ended, 
and 
accompanying notes 
thereto, 
each 
in reasonable 
detail 
showing in 
comparative form 
the 
figures for the 
previous fiscal year, 
accompanied in the 
case of the 
consolidated financial 
statements by an 
unqualified opinion of 
Frost, PLLC or 
another firm of independent 
public 
accountants of recognized standing, 
selected by the Borrower 
and reasonably satisfactory 
to the 
Administrative Agent, 
to the 
effect that 
the consolidated 
financial statements 
have 
been 
prepared 
in 
accordance 
with 
GAAP 
and 
present 
fairly 
in 
all 
material 
respects 
in 
accordance 
with 
GAAP 
the 
consolidated 
financial 
condition 
of 
the 
Borrower 
and 
its 
Subsidiaries as 
of the 
close of 
such fiscal 
year and 
the results 
of their 
operations for 
the 
fiscal year 
then ended 
and that 
an examination 
of such 
accounts in 
connection with 
such 
financial 
statements 
has 
been 
made 
in 
accordance 
with 
generally 
accepted 
auditing 
standards and, accordingly, such examination 
included such tests 
of the accounting 
records 
and such other auditing procedures as were considered necessary in the circumstances; 

 
(c) 
promptly after receipt 
thereof, any additional 
written reports, management 
letters or other detailed information contained in writing concerning significant 
aspects of 
any Loan 
Party’s 
or any of 
its Subsidiary’s 
operations and 
financial affairs 
given to 
it by 
its independent public accountants; 
 
(d) 
promptly 
after 
the 
sending 
or 
filing 
thereof, 
copies 
of 
each 
financial 
statement, report, notice or proxy statement sent by any Loan Party or any Subsidiary of a 
Loan Party to its stockholders or other equity holders, and copies of each regular, periodic 






-77-
or special 
report, registration 
statement or 
prospectus (including 
all Form 
10-K, Form 
10-Q 
and Form 8-K reports) filed by any Loan 
Party or any Subsidiary of a Loan Party with 
any 
securities exchange or the SEC or any successor agency; 
 
(e) 
promptly after receipt thereof, a copy of any financial audit report made by 
any regulatory agency 
of the books 
and records of 
any Loan Party 
or any Subsidiary 
of a 
Loan Party that gives notice 
of any noncompliance with any 
applicable law, 
regulation or 
guideline relating to any 
Loan Party or any 
Subsidiary of a Loan 
Party or their respective 
business which could reasonably be expected to have a Material Adverse Effect; 

 
(f) 
as soon as available, and in any event no later than 45 days after 
the end of 
each 
fiscal 
year 
of 
the Borrower, 
a 
copy 
of 
the 
consolidated 
and 
consolidating 
business 
plan for the Borrower and its Subsidiaries for the following fiscal year, such business plan 
to show the 
projected consolidated and 
consolidating revenues, expenses 
and balance sheet 
of the Borrower and 
its Subsidiaries on a 
quarter-by-quarter basis, such business plan 
to be 
in 
reasonable 
detail 
prepared 
by 
the 
Borrower 
and 
in 
form 
satisfactory 
to 
the 
Administrative 
Agent 
(which 
shall 
include 
a 
summary 
of 
all 
assumptions 
made 
in 
preparing such business plan); 
 
(g) 
notice of any Change of Control; 

 
(h) 
promptly after 
knowledge thereof 
shall have 
come to 
the attention 
of any 
Responsible 
Officer 
of 
any 
Loan 
Party, 
written 
notice 
of 
(i) any 
threatened 
or 
pending 
litigation or governmental or arbitration proceeding or labor controversy against any Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
or 
any 
of 
their 
Property 
which, 
if 
adversely 
determined, could 
reasonably 
be expected 
to 
have a 
Material 
Adverse Effect 
and would 
require 
disclosure 
in 
a 
report 
to 
be 
filed 
with 
the 
SEC 
under 
the 
Exchange 
Act, 
(ii) the 
occurrence of any Material Adverse Effect, or (iii) the occurrence of any Default; 

 
(i) 
with each 
of the 
financial statements 
delivered pursuant 
to subsections (a) 
and 
(b) 
above, a 
written certificate 
in 
the form 
attached 
hereto 
as Exhibit E 
signed by 
a 
Financial Officer of the Borrower to the effect that to the best of such officer’s knowledge 
and belief no Default has occurred during the period covered by such statements or, if any 
such Default 
has occurred 
during such 
period, setting 
forth a 
description of 
such Default 
and 
specifying 
the 
action, 
if 
any, 
taken 
by 
the 
relevant 
Loan 
Party 
or 
its 
Subsidiary 
to 
remedy 
the 
same. 
Such 
certificate 
shall 
also 
set 
forth 
the 
calculations 
supporting 
such 
statements in respect of Section 8.22
(Financial Covenants); 

 
(j) 
Reserved
; and 
 
(k) 
promptly, 
from 
time 
to 
time, 
such 
other 
information 
regarding 
the 
operations, business affairs and financial condition of any Loan 
Party or any Subsidiary of 
a Loan Party, 
or compliance with the terms of any 
Loan Document, as the Administrative 
Agent or any Lender may reasonably request. 






-78-
Section 8.6. 
Inspection; Field Audits
. 
Each Loan Party 
shall, and shall 
cause each of 
its 
Subsidiaries 
to, 
permit 
the 
Administrative 
Agent 
and 
each 
Lender, 
and 
each 
of 
their 
duly 
authorized representatives and agents to 
visit and inspect any of 
its Property, corporate books, and 
financial records, to 
examine and make 
copies of its 
books of accounts 
and other financial 
records, 
and 
to 
discuss 
its 
affairs, 
finances, 
and 
accounts 
with, 
and 
to 
be 
advised 
as 
to 
the 
same 
by, 
its 
officers, 
employees and 
independent public 
accountants (and 
by this 
provision the 
Loan Parties 
hereby authorize such accountants to discuss with the Administrative Agent and such Lenders the 
finances 
and 
affairs 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries) 
at 
such 
reasonable 
times 
and 
intervals as the 
Administrative Agent or 
any such Lender 
may designate and, 
so long as 
no Default 
exists, 
with 
reasonable 
prior 
notice 
to 
the 
Borrower 
and 
compliance 
with 
the 
Borrower’s 
customary on-site policies 
applicable to visitors 
(bio-security, etc.). 
The Borrower shall 
pay to the 
Administrative Agent charges for field audits of the Collateral, inspections 
and visits to Property, 
inspections of 
corporate books 
and financial 
records, examinations 
and copies 
of books 
of accounts 
and financial record and 
other activities permitted in 
this Section performed by 
the Administrative 
Agent or 
its agents 
or third 
party firms, 
in such 
amounts as 
the Administrative 
Agent may 
from 
time 
to 
time 
request 
(the 
Administrative 
Agent 
acknowledging 
and 
agreeing 
that 
any 
internal 
charges 
for such 
audits and 
inspections 
shall 
be computed 
in the 
same manner 
as it 
at the 
time 
customarily uses 
for the 
assessment of 
charges for 
similar collateral 
audits); 
provided, 
however,
that in 
the absence 
of any 
Default, the 
Borrower shall 
not be 
required to 
pay the 
Administrative 
Agent for more than one (1) such audit per calendar year. 
Section 8.7.
Borrowings and Guaranties. 

No Loan Party shall, nor shall 
it permit any of 
its 
Subsidiaries 
to, 
issue, 
incur, 
assume, 
create 
or 
have 
outstanding 
any 
Indebtedness, 
or 
incur 
liabilities under any Hedging Agreement, or be or become liable as endorser, 
guarantor, surety or 
otherwise for any Indebtedness or undertaking of any Person, or otherwise agree to provide funds 
for payment 
of the 
obligations of 
another, 
or supply 
funds thereto 
or invest 
therein or 
otherwise 
assure a 
creditor of 
another against 
loss, or 
apply for 
or become 
liable to 
the issuer 
of a 
letter of 
credit which supports an obligation 
of another, or subordinate any claim or 
demand it may have to 
the claim 
or demand 
of any 
Person; 
provided, 
however,
 
that the 
foregoing shall 
not restrict 
nor 
operate to prevent:
 
(a) 
the Secured Obligations
of the Loan Parties and their Subsidiaries owing 
to 
the Administrative Agent and the Lenders (and their Affiliates); 
 
(b) 
purchase 
money 
indebtedness 
and 
Capitalized 
Lease 
Obligations 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries 
in 
an 
amount 
not 
to 
exceed 
$20,000,000 
in 
the 
aggregate at any one time outstanding; 
 
(c) 
obligations of the Loan Parties and their Subsidiaries arising out of interest 
rate, 
foreign 
currency, 
and 
commodity 
Hedging 
Agreements 
entered 
into 
with 
financial 
institutions 
in 
connection 
with 
bona 
fide 
hedging 
activities 
in 
the 
ordinary 
course 
of 
business and not for speculative purposes; 
 
(d) 
endorsement of 
items for 
deposit or 
collection of 
commercial paper 
received 
in the ordinary course of business; 







-79-
 
(e) 
intercompany advances from 
time to time 
owing between any 
of the Loan 
Parties and/or 
any of 
their Subsidiaries 
in the 
ordinary course 
of business, 
provided that 
the aggregate 
amount of 
all such 
intercompany advances 
made to 
Subsidiaries of 
a Loan 
Party that are not Loan Parties 
or Subsidiaries of a Loan Party that 
are not Wholly-owned 
Subsidiaries shall 
not exceed 
an aggregate 
amount of 
$20,000,000 during 
any fiscal 
year 
of the Borrower; 
 
(f) 
existing Indebtedness set forth on Schedule 8.7 hereto; 
 
(g) 
Indebtedness owed to 
any Person providing 
workers’ compensation, health, 
disability 
or 
other 
employee 
benefits 
(including 
contractual 
and 
statutory 
benefits) 
or 
property, 
casualty, 
liability 
or 
credit 
insurance, 
pursuant 
to 
reimbursement 
or 
indemnification obligations to such Person, in each case incurred in the ordinary course 
of 
business; 
 
(h) 
Indebtedness 
in 
respect 
of 
bids, 
trade 
contracts 
(other 
than 
for 
debt 
for 
borrowed money), leases (other 
than Capitalized Lease Obligations), 
statutory obligations, 
surety, 
stay, 
customs 
and 
appeal 
bonds, 
performance, 
performance 
and 
completion 
and 
return 
of 
money 
bonds, 
government 
contracts 
and 
similar 
obligations, 
in 
each 
case, 
provided in the ordinary course of business; 
 
(i) 
Indebtedness in respect of netting services, overdraft protection 
and similar 
arrangements, in each case, in connection with cash management and deposit accounts; 
 
(j) 
Indebtedness 
representing 
deferred 
compensation 
to 
directors, 
officers, 
employees of 
any Loan 
Party or 
any Subsidiary 
of a 
Loan Party 
incurred in 
the ordinary 
course of business; and 

 
(k) 
Indebtedness 
consisting 
of 
the 
financing 
of 
insurance 
premiums 
in 
the 
ordinary course of business; 

 
(l) 
Guarantees 
by 
a 
Loan 
Party 
of 
Indebtedness 
of 
another 
Loan 
Party 
otherwise permitted under this Section; 
 
(m) 
Indebtedness 
arising 
from 
agreements 
of 
a 
Loan 
Party 
or 
its 
Subsidiary 
providing 
for 
indemnification, 
adjustment 
of 
purchase 
or 
acquisition 
price 
or 
similar 
obligations, in each case, incurred or assumed in connection with a 
Permitted Acquisition; 

 
(n) 
Indebtedness 
of 
any 
Person 
that 
becomes 
a 
Subsidiary 
after 
the 
Closing 
Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions, in 
an 
amount 
not 
to 
exceed 
$50,000,000 
in 
the 
aggregate 
at 
any 
one 
time 
outstanding, 
provided
 
that such 
Indebtedness exists 
at the 
time the 
Person becomes 
a Subsidiary 
or at 
the 
time 
of 
such 
Permitted 
Acquisition 
and 
is 
not 
created 
in 
contemplation 
of 
or 
in 
connection therewith; 







-80-
 
(o) 
replacements, 
renewals, 
re-financings 
or 
extensions 
of 
any 
Indebtedness 
described 
in 
this 
Section 
that 
(i) does 
not 
exceed 
the 
aggregate 
principal 
amount 
(plus 
accrued 
interest 
and 
applicable 
premium 
and 
associated 
fees 
and 
expenses) 
of 
the 
Indebtedness 
being 
replaced, 
renewed, 
refinanced 
or 
extended, 
(ii) 
does 
not 
have 
a 
weighted average life to maturity at the time 
of such replacement, renewal, refinancing or 
extension that is less 
than the weighted average life 
to maturity of the Indebtedness 
being 
replaced, 
renewed, 
refinanced 
or 
extended, 
and 
(iii) does 
not 
rank 
at 
the 
time 
of 
such 
replacement, renewal, refinancing or 
extension senior to the 
Indebtedness being replaced, 
renewed, refinanced or extended; 

 
(p) 
unsecured 
indebtedness 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries 
not 
otherwise 
permitted 
by 
this 
Section 
in 
an 
amount 
not 
to 
exceed 
$400,000,000 
in 
the 
aggregate at any one time outstanding; and 
 
(q) 
indebtedness secured by Property of the 
Loan Parties and their Subsidiaries 
(other than the 
Collateral) in an 
amount not to 
exceed $200,000,000 in 
the aggregate at 
any 
one time outstanding. 
Section 8.8. 
Liens. 

No 
Loan 
Party 
shall, 
nor 
shall 
it 
permit 
any 
of 
its 
Subsidiaries 
to, 
create, incur or 
permit to exist 
any Lien of 
any kind on 
any Property owned 
by any such 
Person; 
provided, however,
 
that the foregoing shall not apply to nor operate to prevent:
 
(a) 
Liens 
arising 
by 
statute 
in 
connection 
with 
worker’s 
compensation, 
unemployment insurance, old 
age benefits, social 
security obligations, Taxes, assessments, 
statutory obligations or 
other similar charges 
(other than Liens 
arising under ERISA), 
good 
faith cash deposits in connection with tenders, contracts or leases 
to which any Loan Party 
or any Subsidiary of 
a Loan Party is 
a party or other 
cash deposits required to be 
made in 
the 
ordinary 
course 
of 
business, 
provided 
in 
each 
case 
that 
the 
obligation 
is 
not 
for 
borrowed 
money 
and 
that 
the 
obligation 
secured 
is 
not 
overdue 
or, 
if 
overdue, 
is 
being 
contested 
in 
good 
faith 
by 
appropriate 
proceedings 
which 
prevent 
enforcement 
of 
the 
matter under contest and adequate reserves have been established therefor; 
 
(b) 
mechanics’, 
workmen’s, 
materialmen’s, 
landlords’, 
carriers’ 
or 
other 
similar Liens arising 
in the ordinary 
course of 
business with respect 
to obligations 
which 
are not 
due or 
which are 
being contested 
in good faith 
by appropriate 
proceedings which 
prevent enforcement of the matter under contest; 
 
(c) 
judgment 
liens 
and 
judicial 
attachment 
liens 
not 
constituting 
an 
Event 
of 
Default under Section 9.1(g) 
and the pledge 
of assets for 
the purpose of 
securing an appeal, 
stay or discharge in 
the course of 
any legal proceeding, 
provided that the 
aggregate amount 
of 
such 
judgment 
liens 
and 
attachments 
and 
liabilities 
of 
the 
Loan 
Parties 
and 
their 
Subsidiaries 
secured 
by 
a 
pledge 
of 
assets 
permitted 
under 
this 
subsection, 
including 
interest and penalties thereon, if any, shall not be in excess of 
$25,000,000 at any one time 
outstanding; 







-81-
 
(d) 
Liens on 
equipment of 
any Loan 
Party or 
any Subsidiary 
of a 
Loan Party 
created 
solely 
for 
the 
purpose 
of 
securing 
indebtedness 
permitted 
by 
Section 8.7(b), 
representing or 
incurred to 
finance the 
purchase price 
of such 
Property, 
provided that 
no 
such Lien 
shall extend 
to or 
cover other 
Property of 
such Loan 
Party or 
such Subsidiary 
other than 
the respective 
Property so 
acquired, and 
the principal 
amount of 
indebtedness 
secured by 
any such 
Lien shall 
at no 
time exceed 
the purchase 
price of 
such Property, 
as 
reduced by repayments of principal thereon; 
 
(e) 
any interest or 
title of a 
lessor under 
any operating lease, 
including the filing 
of Uniform 
Commercial Code 
financing statements 
solely as 
a precautionary 
measure in 
connection 
with 
operating 
leases 
entered 
into 
by 
any 
Loan Party 
or 
any 
Subsidiary 
of 
a 
Loan Party in the ordinary course of its business; 
 
(f) 
easements, rights-of-way, restrictions, 
zoning restrictions and other similar 
encumbrances against 
real property 
incurred in 
the ordinary 
course of 
business which, 
in 
the aggregate, are 
not substantial in 
amount and which 
do not materially 
detract from the 
value of 
the Property 
subject thereto 
or materially 
interfere with 
the ordinary 
conduct of 
the business of any Loan Party or any Subsidiary of a Loan Party; 

 
(g) 
bankers’ 
Liens, 
rights 
of 
setoff 
and 
other 
similar 
Liens 
(including 
under 
Section 4-210 
of 
the 
Uniform 
Commercial 
Code) 
in 
one 
or 
more 
deposit 
accounts 
maintained by any 
Loan Party or 
any Subsidiary of 
a Loan Party, 
in each case 
granted in 
the ordinary course of business in 
favor of the bank or banks 
with which such accounts are 
maintained, securing 
amounts owing 
to such 
bank with 
respect to 
cash management 
and 
operating 
account 
arrangements, 
including 
those 
involving 
pooled 
accounts 
and 
netting 
arrangements; 
provided
 
that, unless such Liens are non-consensual 
and arise by operation 
of law, 
in no case shall any such Liens 
secure (either directly or indirectly) the repayment 
of any Indebtedness; 
 
(h) 
Liens 
granted 
in 
favor 
of 
the 
Administrative 
Agent 
pursuant 
to 
the 
Collateral Documents. 
 
(i) 
non-exclusive 
licenses 
of 
intellectual 
property 
granted 
in 
the 
ordinary 
course of business and not interfering in any material respect with the ordinary conduct of 
business of any Loan Party or any Subsidiary of a Loan Party; 
 
(j) 
Liens on insurance policies and the proceeds thereof securing 
the financing 
of the premiums with respect thereto permitted by Section 8.7(k); 
 
(k) 
Liens 
(i) on 
cash 
advances 
in 
favor 
of 
the 
seller 
of 
any 
Property 
to 
be 
acquired 
in 
a 
Permitted 
Acquisition 
to 
be 
applied 
against 
the 
purchase 
price 
for 
such 
Property, 
or 
(ii) consisting 
of 
an 
agreement 
to 
dispose 
of 
any 
Property 
in 
a 
disposition 
permitted 
under 
Section 
8.10, 
in 
each 
case, 
solely 
to 
the 
extent 
such 
Acquisition 
or 
disposition, as the 
case may be, 
would have been 
permitted on the 
date of the 
creation of 
such Lien; 






-82-
 
(l) 
Liens on Property 
of a Person 
existing at the 
time such 
Person is acquired 
or merged 
with or 
into or 
consolidated with 
any Loan 
Party or 
any Subsidiary 
of a 
Loan 
Party to 
the extent 
permitted hereunder 
(and not 
created in 
anticipation or 
contemplation 
thereof) 
and 
securing 
Indebtedness 
permitted 
under 
Section 8.7(n); 
provided
 
that 
such 
Liens do not extend to Property not subject 
to such Liens at the time of acquisition 
and are 
no more favorable to the lienholders than such existing Lien; 
 
(m) 
Liens 
encumbering 
any 
Property 
(other 
than 
the 
Collateral) 
to 
secure 
or 
support obligations 
under or 
in respect 
of interest 
rate, foreign 
currency, 
and commodity 
Hedging Agreements entered 
into with financial 
institutions in connection 
with bona fide 
hedging activities in the ordinary course of business and not for speculative purposes; 

 
(n) 
other Liens existing on 
the Closing Date and 
not otherwise permitted above 
listed and identified on Schedule 8.8; 

 
(o) 
contracted 
or 
statutory 
liens 
of 
landlords 
to 
the 
extent 
relating 
to 
the 
property 
and 
assets 
relating 
to 
any 
lease 
agreement 
with 
such 
landlord 
and 
contractual 
Liens of suppliers (including sellers of goods) or customers granted in the ordinary course 
of business to the extent limited to the property or assets related to such contract; 
 
(p) 
Liens on Property of a Person (other than the Collateral) for the 
purpose of 
securing 
indebtedness 
permitted 
by 
Section 
8.7(q) 
and 
which 
do 
not 
encumber 
any 
Collateral; and 
 
(q) 
other 
Liens 
not 
otherwise 
permitted 
in 
subsections (a)-(p) 
above 
granted 
with 
respect 
to 
obligations 
that 
do 
not 
in 
the 
aggregate 
exceed 
$10,000,000 
at 
any 
time 
outstanding, and which do not encumber any Collateral.
Section 8.9. 
Investments, 
Acquisitions, 
Loans 
and 
Advances
. 
No 
Loan 
Party 
shall, 
nor 
shall it 
permit any 
of its 
Subsidiaries to, 
directly or 
indirectly, 
make, retain 
or have 
outstanding 
any investments 
(whether through 
purchase of 
stock or 
obligations or 
otherwise) in, 
or loans 
or 
advances to (other than for travel advances and other similar 
cash advances made to employees in 
the 
ordinary 
course 
of 
business), 
any 
other 
Person, 
or 
acquire 
all 
or 
any 
substantial 
part 
of 
the 
assets or 
business of 
any other 
Person or 
division thereof; 
provided, 
however,
 
that the 
foregoing 
shall not apply to nor operate to prevent: 
 
(a) 
Cash Equivalents and Marketable Securities; 
 
(b) 
the 
Loan 
Parties’ 
existing 
investments 
in 
their 
respective 
Subsidiaries 
outstanding on the Closing Date; 

 
(c) 
intercompany advances made from time to time between 
any Loan Party or 
Subsidiary of any Loan Party and any other Loan 
Party or Subsidiary of any Loan Party in 
the 
ordinary 
course 
of 
business, 
provided 
that 
the 
aggregate 
amount 
of 
all 
such 
intercompany advances made 
to Subsidiaries of 
a Loan Party 
that are not 
Loan Parties or 






-83-
Subsidiaries of 
a Loan 
Party that 
are not 
Wholly-owned Subsidiaries 
shall not 
exceed an 
aggregate amount of $20,000,000 during any fiscal year of the Borrower; 

 
(d) 
investments 
by 
any 
Loan 
Party 
and 
its 
Subsidiaries 
in 
connection 
with 
interest 
rate, 
foreign 
currency, 
and 
commodity 
Hedging 
Agreements 
entered 
into 
with 
financial institutions in connection with 
bona fide hedging activities in 
the ordinary course 
of business and not for speculative purposes; 
 
(e) 
promissory notes 
and other 
non-cash consideration 
received in connection 
with dispositions permitted by Section 8.10; 
 
(f) 
investments 
(including 
debt 
obligations 
and 
equity 
interests) 
received 
in 
connection 
with 
the 
bankruptcy 
or 
reorganization 
of 
suppliers 
and 
customers 
and 
in 
settlement of 
delinquent obligations 
of, and 
other disputes 
with, customers 
and suppliers 
arising 
in 
the 
ordinary 
course 
of 
business 
and 
upon 
the 
foreclosure 
with 
respect 
to 
any 
secured investment or other transfer of title with respect to any secured investment; 
 
(g) 
Permitted Acquisitions; 

 
(h) 
purchases of assets in the ordinary course of business; 
 
(i) 
deposits made in 
the ordinary course 
of business to 
secure performance of 
leases or other obligations as permitted by Section 8.8; 
 
(j) 
other 
investments 
existing 
on 
the 
Closing 
Date 
not 
otherwise 
permitted 
above and listed and identified on Schedule 8.9; 
 
(k) 
investments in joint 
ventures in 
an amount not 
to exceed $30,000,000 
at any 
time 
outstanding, 
provided 
that 
(i) no 
Default 
exists 
both 
immediately 
before 
and 
after 
giving effect to 
such investment, (ii) after 
giving pro forma effect 
to such investment, the 
Borrower and its Subsidiaries are in compliance with 
Section 8.22, and (iii) cash and Cash 
Equivalents 
of 
the 
Borrower 
and 
its 
Subsidiaries 
plus 
availability 
under 
the 
Revolving 
Facility shall equal at least $50,000,000; and 
 
(l) 
other 
investments, 
loans, 
and 
advances 
in 
addition 
to 
those 
otherwise 
permitted by this Section 
in an amount not 
to exceed $25,000,000 in 
the aggregate at any 
one time outstanding. 
In determining the amount of investments, 
acquisitions, loans, and advances permitted under 
this 
Section, investments and acquisitions shall always be taken 
at the original cost thereof (regardless 
of 
any 
subsequent 
appreciation 
or 
depreciation 
therein), 
less 
any 
amount 
in 
respect 
of 
such 
investment upon sale, 
collection or return 
(not to exceed 
the original cost 
thereof) and loans 
and 
advances shall be taken at the principal amount thereof then remaining unpaid. 
Section 8.10. 
Mergers, Consolidations and Sales. 

No Loan Party shall, nor shall it permit 
any 
of 
its 
Subsidiaries 
to, 
be 
a 
party 
to 
any 
merger 
or 
consolidation 
or 
amalgamation, 
or 
sell, 






-84-
transfer, 
lease 
or 
otherwise 
dispose 
of 
all 
or 
any 
material 
part 
of 
its 
Property, 
including 
any 
disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount 
(with 
or 
without 
recourse) 
any 
of 
its 
notes 
or 
accounts 
receivable; 
provided, 
however,
 
that 
this 
Section shall not apply to nor operate to prevent:
 
(a) 
the sale or lease of inventory in the ordinary course of business; 
 
(b) 
the sale, transfer, lease or 
other disposition of Property 
of any Loan Party 
to 
one another in the ordinary course of its business; 

 
(c) 
the merger 
of any 
Loan Party 
or any 
Subsidiary of 
a Loan 
Party with 
and 
into 
the 
Borrower 
or 
any 
other 
Loan 
Party, 
provided 
that, 
in 
the 
case 
of 
any 
merger 
involving 
the 
Borrower 
or 
involving 
a 
Subsidiary 
of 
a 
Loan 
Party 
which 
is 
not 
a 
Loan 
Party, 
the 
Borrower, 
if 
the 
Borrower 
is 
a 
party 
to 
the 
merger, 
or 
a 
Loan 
Party, 
if 
the 
Borrower is not a party to the merger, is the corporation surviving the merger; 
 
(d) 
the sale of delinquent notes 
or accounts receivable in the 
ordinary course of 
business 
for 
purposes 
of 
collection 
only 
(and 
not 
for 
the 
purpose 
of 
any 
bulk 
sale 
or 
securitization transaction); 
 
(e) 
the sale, transfer or other disposition of any 
tangible personal property that, 
in 
the 
reasonable 
business 
judgment 
of 
the 
relevant 
Loan 
Party 
or 
its 
Subsidiary, 
has 
become obsolete or worn out, and which is disposed of in the ordinary course of business; 

 
(f) 
the Disposition of Property 
of any Loan Party 
or any Subsidiary of 
a Loan 
Party (including 
any Disposition 
of Property 
as part 
of a 
sale and 
leaseback transaction) 
aggregating for 
all Loan Parties 
and their 
Subsidiaries not 
more than 
$30,000,000 during 
any fiscal year of 
the Borrower, 
provided
 
that (i) each such Disposition 
shall be made for 
fair 
value 
and (ii) 
at 
least 80% 
of 
the total 
consideration received 
at the 
closing 
of such 
Disposition shall consist of 
cash and at least 
80% of the total 
consideration received after 
taking 
into 
account 
all 
final 
purchase 
price 
adjustments 
and/or 
contingent 
payments 
(including working 
capital adjustment 
or earn-out 
provisions) expressly 
contemplated by 
the transaction documents, when received shall consist of cash; and 
 
(g) 
the sale or other Disposition of marketable securities in the ordinary course 
of business. 
Section 8.11. 
Maintenance of Subsidiaries. 

No Loan Party 
shall assign, 
sell or transfer, nor 
shall it permit any of 
its Subsidiaries to issue, assign, 
sell or transfer, any shares of capital 
stock or 
other equity 
interests of 
a Subsidiary; 
provided, 
however,
 
that the 
foregoing shall 
not operate 
to 
prevent 
(a) the 
issuance, 
sale, 
and 
transfer 
to 
any 
person 
of 
any 
shares 
of 
capital 
stock 
of 
a 
Subsidiary solely for the 
purpose of qualifying, and 
to the extent legally 
necessary to qualify, such 
person as 
a director 
of such 
Subsidiary, 
(b) any transaction 
permitted by 
Section 8.10(c) above, 
and (c) the 
issuance of 
shares of the 
Borrower’s capital 
stock pursuant to 
the Borrower’s 
KSOP, 
or (d) any Excluded Equity Issuances.






-85-
Section 8.12. 
Dividends and Certain Other Restricted Payments. 

No Loan Party shall, nor 
shall it 
permit any 
of its 
Subsidiaries to, 
(a) declare or 
pay any 
dividends on 
or make 
any other 
distributions in respect 
of any class 
or series of 
its capital stock 
or other equity 
interests (other than 
dividends or 
distributions payable 
solely in 
its capital 
stock or 
other equity 
interests), or 
(b) directly 
or indirectly purchase, 
redeem, or otherwise 
acquire or 
retire any of 
its capital stock 
or other equity 
interests or any warrants, options, or 
similar instruments to acquire the same (collectively 
referred 
to herein 
as 
“Restricted Payments”
); 
provided, 
however,
 
that the 
foregoing shall 
not operate 
to 
prevent:
 
(i) 
the making of 
dividends or distributions 
by any Subsidiary 
to the Borrower; 
 
(ii) 
other 
Restricted 
Payments 
made 
in 
compliance 
with 
the 
Borrower’s 
dividend 
policy 
as 
in 
effect 
on 
the 
Closing 
Date 
or 
any 
employee 
stock 
option 
plans 
or 
employee 
incentive 
plans 
or 
other 
compensation 
arrangements, 
or 
SAR 
plans; 
provided 
that no Default exists 
or will arise after 
giving effect to such 
other Restricted Payment; and 
 
(iii) 
other Restricted 
Payments, provided 
that, both 
immediately before 
and after 
giving effect to 
such Restricted Payment 
(A) no Default has 
occurred and 
is continuing 
and 
(B) the 
sum 
of 
cash 
and 
Cash 
Equivalents 
of 
the 
Borrower 
and 
its 
Subsidiaries 
plus 
availability under the Revolving Facility shall equal at least $50,000,000. 
Section 8.13. 
ERISA. 

Each Loan 
Party shall, 
and shall 
cause each 
of its 
Subsidiaries to, 
promptly pay 
and discharge 
all obligations 
and liabilities 
arising under 
ERISA of 
a character 
which 
if unpaid or 
unperformed could reasonably 
be expected to 
result in the 
imposition of a 
Lien against 
any of 
its Property, unless 
being contested 
in good 
faith by 
appropriate proceedings 
which prevents 
the enforcement of any Lien with 
respect thereto. 
Each Loan Party shall, and shall 
cause each of 
its 
Subsidiaries 
to, 
promptly 
notify 
the 
Administrative 
Agent 
and 
each 
Lender 
of: 
(a) the 
occurrence of 
any reportable 
event (as 
defined in 
ERISA) with 
respect to 
a Plan, 
which individually 
or in the 
aggregate, could reasonably 
be expected to 
result in a 
Material Adverse Effect, 
(b) receipt 
of any notice from the 
PBGC of its intention to 
seek termination of any Plan 
or appointment of a 
trustee therefor, (c) its intention to terminate 
or withdraw from any 
Plan, and (d) the occurrence 
of 
any event with respect to any Plan which would result in the incurrence by any Loan Party or any 
Subsidiary of a Loan Party of 
any material liability, fine or penalty, or any material increase in the 
contingent 
liability 
of 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
with 
respect 
to 
any 
post-retirement Welfare Plan benefit, which individually or in the 
aggregate, could reasonably be 
expected to result in a Material Adverse Effect.
Section 8.14. 
Compliance with Laws. 

(a) Each Loan Party 
shall, and shall 
cause each of 
its 
Subsidiaries to, comply 
in all respects 
with all Legal 
Requirements applicable to 
or pertaining to 
its 
Property 
or 
business 
operations, 
where 
any 
such 
non-compliance, 
individually 
or 
in 
the 
aggregate, could reasonably 
be expected to 
have a Material 
Adverse Effect or 
result in a 
Lien upon 
any of its Property.
 
(b) 
Without limiting Section 8.14(a) 
above, each Loan 
Party shall, and 
shall cause each 
of its Subsidiaries 
to, at all 
times, do the 
following to the 
extent the failure 
to do so, 
individually 
or in the 
aggregate, could reasonably 
be expected to 
have a Material 
Adverse Effect: 
(i) comply 






-86-
in 
all 
material 
respects 
with, 
and 
maintain 
each 
of 
the 
Premises 
in 
compliance 
in 
all 
material 
respects 
with, all 
applicable 
Environmental 
Laws; (ii) 
require 
that 
each 
tenant 
and subtenant, 
if 
any, of 
any of the Premises or any 
part thereof comply in all 
material respects with all applicable 
Environmental Laws; 
(iii) obtain and 
maintain in 
full force 
and effect 
all material 
governmental 
approvals required 
by any 
applicable Environmental 
Law for 
the operation 
of their 
business and 
each of the Premises; (iv) cure any material violation by it or at 
any of the Premises of applicable 
Environmental Laws unless and except 
to the extent being contested 
in good faith by appropriate 
proceedings 
which 
prevents 
the 
enforcement 
of 
any 
Lien 
with 
respect 
thereto; 
(v) 
not 
manufacture, 
use, 
generate, 
transport, 
treat, 
store, 
Release, 
dispose 
or 
handle 
any 
Hazardous 
Material (or allow 
any tenant or 
subtenant to do 
any of 
the foregoing) 
at any 
of the Premises 
except 
in the ordinary course 
of its live animal 
agricultural business and in 
material compliance with all 
applicable 
Environmental 
Laws; 
(vi) within 
ten 
(10) 
Business 
Days 
notify 
the 
Administrative 
Agent in writing 
and provide the 
disclosure filing made 
by the Borrower 
with the SEC 
of any of 
the following in 
connection with any Loan 
Party or any 
Subsidiary of a Loan 
Party or any 
of the 
Premises which would be required to be disclosed in an 8-K or 10-Q filing with the SEC: 
(1) any 
Environmental Liability; (2) any 
Environmental Claim; or 
(3) any violation of 
an Environmental 
Law 
or 
Release, 
threatened 
Release 
or 
disposal, 
placement 
or 
land 
application 
of 
a 
Hazardous 
Material, 
product, 
or 
waste, 
including 
manure, 
that 
is 
not 
in 
compliance 
with 
applicable 
Environmental Laws; or (4) any restriction on the ownership, occupancy, 
use or transferability of 
any Premises 
arising from 
or in 
connection with 
any (x) Release, 
threatened Release 
or disposal 
of 
a 
Hazardous 
Material, 
waste 
or 
product, 
including 
manure, 
or 
(y) Environmental 
Law; 
(vii) conduct 
at 
its 
expense 
any 
investigation, 
study, 
sampling, 
testing, 
abatement, 
cleanup, 
removal, remediation or other corrective or 
response action necessary to remove, remediate, 
clean 
up, correct or abate any material Release, threatened material Release or material violation of any 
applicable Environmental 
Law unless 
and except 
to the 
extent being 
contested in 
good faith 
by 
appropriate 
proceedings 
which 
prevents 
the 
enforcement 
of 
any 
Lien 
with 
respect 
thereto, 
(viii) abide 
by 
and 
observe 
any 
restrictions 
on 
the 
use 
of 
the 
Premises 
imposed 
by 
any 
Governmental Authority 
as set 
forth in 
a deed 
or other 
instrument affecting 
any Loan 
Party’s 
or 
any 
of 
its 
Subsidiary’s 
interest 
therein 
unless 
being 
contested 
in 
good 
faith 
by 
appropriate 
proceedings 
which 
prevents 
the 
enforcement 
of 
any 
Lien 
with 
respect 
thereto; 
(ix) promptly 
provide 
or 
otherwise 
make 
available 
to 
the 
Administrative 
Agent 
any 
reasonably 
requested 
environmental record concerning the Premises which any Loan Party or any Subsidiary of a Loan 
Party possesses or 
controls other than 
records subject to 
work product or 
attorney-client or other 
confidentiality privilege 
pursuant to applicable 
law; and (x) perform, 
satisfy, 
and implement any 
operation, maintenance 
or corrective 
actions or 
other requirements 
of any 
Governmental Authority 
or Environmental Law, or included in any no further action letter or covenant not to sue issued by 
any Governmental Authority under any Environmental Law unless and except to the extent being 
contested in 
good faith 
by appropriate 
proceedings which 
prevents the 
enforcement of 
any Lien 
with respect thereto. 
Section 8.15. 
Compliance 
with 
OFAC 
Sanctions 
Programs 
and 
Anti-Corruption 
Laws. 

(a) Each Loan Party shall 
at all times comply 
in all material respects 
with the requirements of 
all 
OFAC Sanctions 
Programs applicable to such Loan Party and 
shall cause each of its Subsidiaries 
to 
comply 
in 
all 
material 
respects 
with 
the 
requirements 
of 
all 
OFAC 
Sanctions 
Programs 
applicable to such Subsidiary.






-87-
 
(b) 
Each 
Loan 
Party 
shall 
provide 
the 
Administrative 
Agent 
and 
the 
Lenders 
any 
information regarding 
the Loan 
Parties, their 
Affiliates, 
and their 
Subsidiaries necessary 
for the 
Administrative Agent and 
the Lenders to 
comply with all 
applicable OFAC 
Sanctions Programs; 
subject 
however, 
in 
the 
case 
of 
Affiliates, 
to 
such 
Loan 
Party’s 
ability 
to 
provide 
information 
applicable to them. 

 
(c) 
If any 
Loan Party 
obtains actual 
knowledge or 
receives any 
written notice 
that any 
Loan Party, 
any Subsidiary 
of any 
Loan Party, 
or any 
officer, 
director or 
Affiliate 
of any 
Loan 
Party or 
that any 
Person that owns 
or controls 
any such 
Person is 
the target of 
any OFAC Sanctions 
Programs or is located, 
organized or resident in a 
country or territory that 
is, or whose government 
is, the subject of 
any OFAC Sanctions Programs (such occurrence, an 
“OFAC 
Event”
), such Loan 
Party shall 
promptly (i) give 
written notice 
to the 
Administrative Agent 
and the 
Lenders of 
such 
OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such 
OFAC 
Event 
(regardless 
of 
whether 
the 
target 
Person 
is 
located 
within 
the 
jurisdiction 
of 
the 
United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby 
authorizes and consents to 
the Administrative Agent and 
the Lenders taking any 
and all steps the 
Administrative Agent 
or the 
Lenders deem 
necessary, 
in their 
sole but 
reasonable discretion, 
to 
avoid 
violation 
of 
all 
applicable 
laws 
with 
respect 
to 
any 
such 
OFAC 
Event, 
including 
the 
requirements of the 
OFAC 
Sanctions Programs (including 
the freezing 
and/or blocking 
of assets 
and reporting such action to OFAC). 
 
(d) 
No Loan 
Party will, 
directly or, 
to any 
Loan Party’s 
knowledge, indirectly, 
use the 
proceeds of 
the Revolving 
Facility of 
an Incremental 
Term 
Loan (if 
any), or 
lend, contribute 
or 
otherwise make available such proceeds to any other Person, 
(i) to fund any activities or business 
of or with any Person or in any country or territory, 
that, at the time of such funding, is, or whose 
government 
is, 
the 
subject 
of 
any 
OFAC 
Sanctions 
Programs, 
or 
(ii) in 
any 
other 
manner 
that 
would result in a violation of OFAC 
Sanctions Programs or Anti-Corruption Laws by any Person 
(including 
any 
Person 
participating 
in 
the 
Revolving 
Facility 
or 
any 
Incremental 
Term 
Loan, 
whether as underwriter, lender, advisor, 
investor, or otherwise). 
 
(e) 
No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption 
Law in any material respect. 
 
(f) 
Each Loan 
Party will 
maintain in 
effect policies 
and procedures 
designed to 
ensure 
compliance 
by 
the 
Loan 
Parties, 
their 
Subsidiaries, 
and 
their 
respective 
directors, 
officers, 
employees, and agents with applicable Anti-Corruption Laws. 
Section 8.16. 
Burdensome 
Contracts 
With 
Affiliates. 
 
No 
Loan 
Party 
shall, 
nor 
shall 
it 
permit 
any 
of 
its 
Subsidiaries 
to, 
enter 
into 
any 
material 
contract, 
agreement 
or 
business 
arrangement with 
any of 
its Affiliates 
on terms 
and conditions 
which are 
less favorable 
to such 
Loan Party or 
such Subsidiary than 
would be usual 
and customary in 
similar contracts, agreements 
or 
business 
arrangements 
between 
Persons 
not 
affiliated 
with 
each 
other; 
provided 
that 
the 
foregoing restriction shall not apply to transactions between or among the Loan Parties.






-88-
Section 8.17. 
No 
Changes 
in 
Fiscal 
Year.
 
The 
fiscal 
year 
of 
the 
Borrower 
and 
its 
Subsidiaries ends on or about May 31 of each year; and the Borrower shall not, nor shall it permit 
any Subsidiary to, change its fiscal year from its present basis.
Section 8.18. 
Formation 
of 
Subsidiaries.
 
Promptly 
upon 
the 
formation 
or acquisition 
of 
any Subsidiary, 
the Loan 
Parties shall 
provide the 
Administrative Agent 
and the 
Lenders notice 
thereof 
(at 
which 
time 
Schedule 6.2 
shall 
be 
deemed 
amended 
to 
include 
reference 
to 
such 
Subsidiary. 
The 
Loan 
Parties 
shall, 
and 
shall 
cause 
their 
Wholly-owned 
Subsidiaries 
that 
are 
Domestic Subsidiaries to, timely 
comply with the requirements 
of Sections 11 and 12
with respect 
to any Subsidiary that is required to become a Guarantor hereunder. 

Section 8.19. 
Change in 
the Nature 
of Business. 

No Loan 
Party shall, 
nor shall 
it permit 
any of its Subsidiaries to, engage in any business or activity if as a result the general nature of the 
business of 
such Loan 
Party or 
any of 
its Subsidiaries 
would be 
changed in 
any material 
respect 
from the general nature of the business engaged in by it as of 
the Closing Date or an Eligible Line 
of Business.
Section 8.20. 
Use 
of 
Proceeds
. 
The 
Borrower 
shall 
use 
the 
credit 
extended 
under 
this 
Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4. 
Section 8.21. 
No Restrictions
. 
Except as provided herein or exist as 
of the date hereof, no 
Loan Party shall, nor shall 
it permit any of its 
Wholly-owned Subsidiaries to, directly 
or indirectly 
create or 
otherwise cause 
or suffer 
to exist 
or become 
effective any 
consensual encumbrance 
or 
restriction of any kind 
on the ability of 
any Loan Party or 
any Wholly-owned Subsidiary of 
a Loan 
Party to: 
(a) pay dividends or make any other 
distribution on any such Subsidiary’s 
capital stock 
or 
other 
equity 
interests 
owned 
by 
such 
Loan 
Party 
or 
any 
of 
its 
Wholly-owned 
Subsidiaries, 
(b) pay 
any 
indebtedness 
owed 
to 
any 
Loan 
Party 
or 
any 
of 
its 
Wholly-owned 
Subsidiaries, 
(c) make loans 
or advances 
to any 
Loan Party 
or any 
of its 
Wholly-owned Subsidiaries, 
(d) transfer 
any of 
its Property 
to any 
Loan Party 
or any 
of its 
Wholly-owned Subsidiaries, 
or (e) guarantee 
the Secured 
Obligations and/or 
grant Liens 
on its 
assets to 
the Administrative 
Agent as 
required 
by the Loan Documents. 
Section 8.22. 
Financial Covenants. 
 
(a) 
Total 
Funded Debt to Capitalization 
Ratio
. 
As of the 
last day of each 
fiscal quarter 
of the 
Borrower ending 
on or 
after November 
27, 2021, 
the Borrower 
shall not 
permit the 
Total 
Funded Debt to Capitalization Ratio to be greater than 50.0%. 
 
(b) 
Minimum Tangible 
Net Worth
. 
The Borrower 
shall not 
permit Tangible 
Net Worth 
to be less than (i) $700,000,000 for the fiscal quarter ended November 27, 2021, plus (ii) for each 
fiscal 
quarter 
ending 
thereafter, 
50% 
of 
Net 
Income 
for 
such 
fiscal 
quarter 
(if 
Net 
Income 
is 
positive) less 
Restricted Payments 
permitted to 
be made 
pursuant to 
Section 8.12 
during such 
fiscal 
quarter. 






-89-
S
ECTION
 
9. 
E
VENTS OF 
D
EFAULT 
AND 
R
EMEDIES
. 
Section 9.1.
Events 
of 
Default.
 
Any 
one 
or 
more 
of 
the 
following 
shall 
constitute 
an 
“Event of Default”
 
hereunder:
 
(a) 
default for a 
period of five 
(5) days in 
the payment when 
due of all 
or any 
part of the 
principal of any 
Loan (whether at 
the stated maturity 
thereof or at 
any other time 
provided 
for 
in 
this 
Agreement) 
or 
of 
any 
Reimbursement 
Obligation, 
or 
default 
for 
a 
period 
of 
five 
(5) Business 
Days 
in 
the 
payment 
when 
due 
of 
any 
interest,
fee 
or 
other 
Obligation payable hereunder or under any other Loan Document; 

 
(b) 
default 
in 
the 
observance 
or 
performance 
of 
any 
covenant 
set 
forth 
in 
Sections 8.1(a), 8.10, 8.12, 8.17, 8.20 or 8.22 of this Agreement; 
 
(c) 
default in 
the observance 
or performance 
of any 
other provision 
hereof or 
of any other Loan Document 
which is not remedied within 
thirty (30) days after the earlier 
of (i) the date on 
which such failure 
shall first become known 
to any Responsible 
Officer 
of 
any 
Loan 
Party 
or 
(ii) written 
notice 
thereof 
is 
given 
to 
the 
Borrower 
by 
the 
Administrative Agent; 

 
(d) 
any representation or warranty 
made herein or in 
any other Loan Document 
or in any certificate 
furnished to the Administrative Agent 
or the Lenders pursuant hereto 
or 
thereto 
or 
in 
connection 
with 
any 
transaction 
contemplated 
hereby 
or 
thereby 
proves 
untrue in any material 
respect as of the 
date of the issuance 
or making or deemed 
making 
thereof; 

 
(e) 
(i) any 
event 
occurs 
or 
condition 
exists 
(other 
than 
those 
described 
in 
subsections (a) through 
(d) above) 
which is 
specified as 
an event 
of default 
under any 
of 
the other Loan Documents, 
or (ii) any of the 
Loan Documents shall for 
any reason not be 
or shall cease to be in full force and effect or is declared to be null and void, or (iii) any of 
the 
Collateral 
Documents 
shall 
for 
any 
reason 
fail 
to 
create 
a 
valid 
and 
perfected 
first 
priority Lien 
in favor 
of the 
Administrative Agent 
in any 
Collateral purported 
to be 
covered 
thereby except as 
expressly permitted by 
the terms hereof, 
or (iv) any Loan 
Party takes any 
action 
for 
the 
purpose 
of 
terminating, 
repudiating 
or 
rescinding 
any 
Loan 
Document 
executed by it or any of its obligations thereunder;
 
(f) 
default 
shall 
occur 
under 
any 
Material 
Indebtedness 
issued, 
assumed 
or 
guaranteed by any 
Loan Party or 
any Subsidiary of 
a Loan Party, 
or under any indenture, 
agreement or other instrument under which the 
same may be issued, and such default 
shall 
continue for 
a period 
of time 
sufficient 
to permit 
the acceleration 
of the 
maturity of 
any 
such 
Material 
Indebtedness 
(whether or 
not 
such 
maturity 
is in 
fact 
accelerated), or 
any 
such Material Indebtedness shall not 
be paid when due (whether 
by demand, lapse of time, 
acceleration or otherwise); 
 
(g) 
(i) any 
judgment 
or 
judgments, 
writ 
or 
writs 
or 
warrant 
or 
warrants 
of 
attachment, or any similar process or processes, shall be 
entered or filed against any Loan 






-90-
Party or any Subsidiary 
of a Loan Party, 
or against any of 
their respective Property, 
in an 
aggregate amount for all such Persons in excess of $25,000,000 (except to the extent fully 
covered 
by 
insurance 
pursuant 
to 
which 
the 
insurer 
has 
accepted 
liability 
therefor 
in 
writing), and which 
remains undischarged, 
unvacated, unbonded or 
unstayed for a 
period 
of 
30 days, or 
any 
action shall 
be legally 
taken 
by 
a 
judgment creditor 
to attach 
or levy 
upon any Property 
of any Loan 
Party or any 
Subsidiary of a 
Loan Party to 
enforce any such 
judgment, 
or 
(ii) any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
shall 
fail 
within 
thirty (30) 
days 
to 
discharge 
one 
or 
more 
non-monetary 
judgments 
or 
orders 
which, 
individually or in the aggregate, could reasonably be expected to have a Material Adverse 
Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise 
being appropriately contested in good faith by proper proceedings diligently pursued; 

 
(h) 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party, 
or 
any 
member 
of 
its 
Controlled 
Group, 
shall 
fail 
to 
pay 
when 
due 
an 
amount 
or 
amounts 
aggregating 
for 
all 
such 
Persons 
in 
excess 
of 
$20,000,000 
which 
it 
shall 
have 
become 
liable 
to 
pay 
to 
the 
PBGC or to 
a Plan under 
Title 
IV of ERISA; 
or notice of 
intent to terminate 
a Plan or 
Plans 
having 
aggregate 
Unfunded 
Vested 
Liabilities 
in 
excess 
of 
$20,000,000 
(collectively, 
a 
“Material 
Plan”
) 
shall 
be 
filed 
under 
Title IV 
of 
ERISA 
by 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party, 
or 
any 
other 
member 
of 
its 
Controlled 
Group, 
any 
plan 
administrator or any 
combination of the 
foregoing; or the 
PBGC shall institute 
proceedings 
under Title 
IV of 
ERISA to 
terminate or 
to cause 
a trustee 
to be 
appointed to 
administer 
any Material 
Plan or 
a proceeding 
shall be 
instituted by 
a fiduciary 
of any 
Material Plan 
against any Loan Party or 
any Subsidiary of a Loan 
Party, or any member of its Controlled 
Group, to enforce Section 515 or 4219(c)(5) of 
ERISA and such proceeding shall not 
have 
been dismissed 
within ninety (90) 
days thereafter; 
or a 
condition shall 
exist by 
reason of 
which the PBGC 
would be entitled 
to obtain a 
decree adjudicating that 
any Material Plan 
must be terminated; 

 
(i) 
any Change of Control shall occur; 
 
(j) 
any 
Loan 
Party 
or 
any 
Subsidiary 
of 
a 
Loan 
Party 
shall 
(i) have 
entered 
involuntarily 
against 
it 
an 
order 
for 
relief 
under 
the 
United 
States 
Bankruptcy 
Code, 
as 
amended, (ii) 
not pay, 
or admit 
in writing 
its inability 
to pay, 
its debts 
generally as 
they 
become 
due, 
(iii) make 
an 
assignment 
for 
the 
benefit 
of 
creditors, 
(iv) apply 
for, 
seek, 
consent 
to 
or 
acquiesce 
in, 
the 
appointment 
of 
a 
receiver, 
custodian, 
trustee, 
examiner, 
liquidator or 
similar official 
for it 
or any 
substantial part 
of its 
Property, 
(v) institute any 
proceeding seeking 
to have 
entered against 
it an 
order for 
relief under 
the United 
States 
Bankruptcy Code, as 
amended, to adjudicate 
it insolvent, or 
seeking dissolution, winding 
up, liquidation, 
reorganization, arrangement, 
adjustment or 
composition of 
it or 
its debts 
under any law 
relating to bankruptcy, 
insolvency or reorganization 
or relief of 
debtors or 
fail 
to 
file 
an 
answer 
or 
other 
pleading 
denying 
the 
material 
allegations 
of 
any 
such 
proceeding filed 
against it, 
(vi) take any 
corporate or 
similar action 
in furtherance 
of any 
matter 
described 
in 
parts (i) 
through 
(v) 
above, 
or 
(vii) fail 
to 
contest 
in 
good 
faith 
any 
appointment or proceeding described in Section 9.1(k); or 






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(k) 
a custodian, 
receiver, 
trustee, examiner, 
liquidator or 
similar official 
shall 
be appointed for any Loan Party or any Subsidiary of a Loan Party, or any substantial part 
of 
any 
of 
its 
Property, 
or 
a 
proceeding 
described 
in 
Section 9.1(j)(v) 
shall 
be 
instituted 
against any Loan Party or 
any Subsidiary of a 
Loan Party, and such appointment continues 
undischarged 
or 
such 
proceeding 
continues 
undismissed 
or 
unstayed 
for 
a 
period 
of 
60 days. 
Section 9.2.
Non-Bankruptcy 
Defaults.
 
When 
any 
Event 
of 
Default 
(other 
than 
those 
described in subsection (j) or (k) of Section 9.1 
with respect to the Borrower) has occurred and 
is 
continuing, the Administrative Agent shall, 
by written notice to 
the Borrower: (a) if so 
directed by 
the 
Required 
Lenders, 
terminate 
the 
remaining 
Commitments 
and 
all 
other 
obligations 
of 
the 
Lenders 
hereunder 
on 
the 
date 
stated 
in 
such 
notice 
(which 
may 
be 
the 
date 
thereof); 
(b) if 
so 
directed 
by 
the 
Required 
Lenders, 
declare 
the 
principal 
of 
and 
the 
accrued 
interest 
on 
all 
outstanding Loans to 
be forthwith due 
and payable and 
thereupon all outstanding 
Loans, including 
both 
principal 
and 
interest 
thereon, 
shall 
be 
and become 
immediately 
due and 
payable 
together 
with all other amounts 
payable under the Loan Documents 
without further demand, presentment, 
protest 
or 
notice 
of 
any 
kind; 
and 
(c) if 
so 
directed 
by 
the 
Required 
Lenders, 
demand 
that 
the 
Borrower immediately deliver to the Administrative Agent Cash Collateral in an amount equal 
to 
105% of the aggregate amount of each Letter of Credit then outstanding, and the 
Borrower agrees 
to immediately make 
such payment and 
acknowledges and agrees 
that the Lenders 
would not have 
an 
adequate 
remedy 
at 
law 
for 
failure 
by 
the 
Borrower 
to 
honor 
any 
such 
demand 
and 
that 
the 
Administrative Agent, for the 
benefit of the Lenders, 
shall have the right to 
require the Borrower 
to 
specifically 
perform 
such 
undertaking 
whether 
or 
not 
any 
drawings 
or 
other 
demands 
for 
payment have been 
made under any 
Letter of Credit. 
In addition, the 
Administrative Agent may 
exercise on behalf of itself, 
the Lenders and the L/C 
Issuer all rights and remedies 
available to it, 
the Lenders and 
the L/C Issuer 
under the Loan 
Documents or applicable 
law or equity 
when any 
such Event of Default has 
occurred and is continuing. 
The Administrative Agent shall give notice 
to the Borrower under Section 9.1(c) promptly upon being 
requested to do so by any Lender. 
The 
Administrative 
Agent, 
after 
giving 
notice 
to 
the 
Borrower 
pursuant 
to 
Section 9.1(c) 
or 
this 
Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the 
failure to 
do so shall not impair or annul the effect of such notice.
Section 9.3. 
Bankruptcy Defaults
. 
When any 
Event of 
Default described 
in subsections (j) 
or 
(k) 
of 
Section 9.1 
with 
respect 
to 
the 
Borrower 
has 
occurred 
and 
is 
continuing, 
then 
all 
outstanding 
Loans 
shall 
immediately 
become 
due 
and 
payable 
together 
with 
all 
other 
amounts 
payable under 
the Loan 
Documents without 
presentment, demand, 
protest or 
notice of 
any kind, 
the 
obligation 
of 
the 
Lenders 
to 
extend 
further 
credit 
pursuant 
to 
any 
of 
the 
terms 
hereof 
shall 
immediately terminate 
and the 
Borrower shall 
immediately deliver 
to the 
Administrative 
Agent 
Cash Collateral in an amount equal 
to 105% of the aggregate amount of 
each Letter of Credit then 
outstanding, 
the 
Borrower 
acknowledging 
and 
agreeing 
that 
the 
Lenders 
would 
not 
have 
an 
adequate remedy 
at law 
for failure 
by the 
Borrower to 
honor any 
such demand 
and that 
the Lenders, 
and 
the 
Administrative 
Agent 
on 
their 
behalf, 
shall 
have 
the 
right 
to 
require 
the 
Borrower 
to 
specifically 
perform 
such undertaking 
whether 
or not 
any draws 
or 
other demands 
for 
payment 
have been 
made under 
any of 
the Letters 
of Credit. 
In addition, 
the Administrative 
Agent may 
exercise on behalf of itself, 
the Lenders and the L/C 
Issuer all rights and remedies 
available to it, 






-92-
the Lenders and 
the L/C Issuer 
under the Loan 
Documents or applicable 
law or equity 
when any 
such Event of Default has occurred and is continuing. 
Section 9.4. 
Collateral 
for 
Undrawn 
Letters 
of 
Credit
. 
(a) If 
the 
prepayment 
of 
the 
amount available for drawing under any or all outstanding 
Letters of Credit is required under any 
of Sections 2.3(b), 
2.8(b), Section 2.13, 
2.14, 9.2 
or 9.3 
above, the 
Borrower shall 
forthwith pay 
the 
amount 
required 
to 
be 
so 
prepaid, 
to 
be 
held 
by 
the 
Administrative 
Agent 
as 
provided 
in 
subsection (b) below. 
 
(b) 
All 
amounts 
prepaid 
pursuant 
to 
subsection (a) 
above 
shall 
be 
held 
by 
the 
Administrative Agent 
in one 
or more 
separate collateral 
accounts (each 
such account, 
and the 
credit 
balances, properties, and any investments 
from time to time held 
therein, and any substitutions for 
such account, 
any certificate 
of deposit 
or other 
instrument evidencing 
any of 
the foregoing 
and 
all 
proceeds 
of 
and 
earnings 
on 
any 
of 
the 
foregoing 
being 
collectively 
called 
the 
“Collateral 
Account”
) as security 
for, and for application 
by the Administrative 
Agent (to the 
extent available) 
to, the 
reimbursement of 
any payment 
under any 
Letter of 
Credit then 
or thereafter 
made by 
the 
L/C Issuer, 
and 
to 
the 
payment 
of 
the 
unpaid 
balance 
of 
all 
other 
Secured 
Obligations. 
The 
Collateral Account shall be held in the name of and subject to the exclusive dominion and control 
of 
the 
Administrative 
Agent 
for 
the 
benefit 
of 
the 
Administrative 
Agent, 
the 
Lenders, 
and 
the 
L/C Issuer. 
If and when 
requested by the 
Borrower, the 
Administrative Agent shall 
invest funds 
held in 
the Collateral 
Account from 
time to 
time in 
direct obligations 
of, or 
obligations the 
principal 
of and interest 
on which are 
unconditionally guaranteed by, 
the United States 
of America with 
a 
remaining 
maturity 
of 
one 
year 
or 
less, 
provided
 
that 
the 
Administrative 
Agent 
is 
irrevocably 
authorized 
to 
sell 
investments 
held 
in 
the 
Collateral 
Account 
when 
and 
as 
required 
to 
make 
payments 
out 
of 
the 
Collateral 
Account 
for 
application 
to 
amounts 
due 
and 
owing 
from 
the 
Borrower 
to 
the 
L/C Issuer, 
the 
Administrative 
Agent 
or 
the 
Lenders. 
Subject 
to 
the 
terms 
of 
Sections 2.13 and 2.14, if 
the Borrower shall have 
made payment of all 
obligations referred to in 
subsection (a) 
above 
required 
under 
Section 2.8(b), 
at 
the 
request 
of 
the 
Borrower 
the 
Administrative Agent shall 
release to the 
Borrower amounts held 
in the Collateral 
Account so long 
as at the 
time of the 
release and after 
giving effect 
thereto no Default 
exists. 
After all Letters 
of 
Credit have expired 
or been cancelled 
and the expiration 
or termination of 
all Commitments, at 
the 
request of the 
Borrower, the Administrative Agent 
shall release any 
remaining amounts held 
in the 
Collateral Account following payment in full in cash of all Secured Obligations. 
Section 9.5. 
Post-Default 
Collections
. 
Anything 
contained 
herein 
or 
in 
the 
other 
Loan 
Documents 
to 
the 
contrary 
notwithstanding 
(including, 
without 
limitation, 
Section 2.8(b)), 
all 
payments and collections received in respect of 
the Obligations and all proceeds of the 
Collateral 
and payments made under or 
in respect of the Guaranty 
Agreements received, in each instance, 
by 
the 
Administrative 
Agent 
or 
any 
of 
the 
Lenders 
after 
acceleration 
or 
the 
final 
maturity 
of 
the 
Obligations or termination of 
the Commitments as a 
result of an Event 
of Default shall 
be remitted 
to the Administrative Agent and distributed as follows: 
 
(a) 
first, to the payment of any outstanding costs 
and expenses incurred by the 
Administrative 
Agent, 
and 
any 
security 
trustee 
therefor, 
in 
monitoring, 
verifying, 
protecting, preserving or enforcing the Liens on 
the Collateral, in protecting, preserving or 
enforcing 
rights 
under 
the 
Loan 
Documents, 
and 
in 
any 
event 
including 
all 
costs 
and 






-93-
expenses 
of 
a 
character 
which 
the 
Loan 
Parties 
have 
agreed 
to 
pay 
the 
Administrative 
Agent under 
Section 13.4 (such 
funds to 
be retained 
by the 
Administrative Agent 
for its 
own account unless 
it has previously 
been reimbursed for 
such costs and expenses 
by the 
Lenders, in which event such 
amounts shall be remitted to 
the Lenders to reimburse them 
for payments theretofore made to the Administrative Agent); 

 
(b) 
second, to 
the payment 
of any 
outstanding interest 
and fees 
due under 
the 
Loan Documents to be 
allocated pro rata in accordance 
with the aggregate unpaid 
amounts 
owing to each holder thereof; 
 
(c) 
third, 
to 
the 
payment 
of 
principal 
on 
the 
Loans, 
unpaid 
Reimbursement 
Obligations, together 
with amounts 
to be 
held by 
the Administrative 
Agent as 
collateral 
security 
for 
any 
outstanding 
L/C Obligations 
pursuant 
to 
Section 9.4 
(until 
the 
Administrative Agent is holding an amount of cash equal to 105% of the then outstanding 
amount of all such L/C Obligations), and Hedging 
Liability, the aggregate amount paid to, 
or held 
as collateral 
security for, 
the Lenders 
and L/C Issuer 
and, in 
the case 
of Hedging 
Liability, 
their Affiliates to 
be allocated pro 
rata in accordance 
with the aggregate 
unpaid 
amounts owing to each holder thereof; 

 
(d) 
fourth, to the payment of all other unpaid Secured 
Obligations and all other 
indebtedness, obligations, 
and liabilities 
of the 
Borrower and 
its Subsidiaries 
secured by 
the 
Loan 
Documents 
(including, 
without 
limitation, 
Bank 
Product 
Obligations) 
to 
be 
allocated pro rata 
in accordance with the 
aggregate unpaid amounts 
owing to each 
holder 
thereof; and 
 
(e) 
finally, to the Borrower or whoever else may be lawfully entitled thereto. 
S
ECTION
 
10. 
T
HE 
A
DMINISTRATIVE 
A
GENT
. 
 
Section 10.1. 
Appointment and Authority
. 
Each of the Lenders and the L/C Issuers hereby 
irrevocably 
appoints 
BMO 
Harris 
Bank 
N.A.
to 
act 
on 
its 
behalf 
as 
the 
Administrative 
Agent 
hereunder and under 
the other Loan 
Documents and authorizes 
the Administrative Agent 
to take 
such actions on 
its behalf 
and to exercise 
such powers as 
are delegated to 
the Administrative 
Agent 
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental 
thereto. 
The provisions of 
this Section 10 are 
solely for the 
benefit of the 
Administrative Agent, 
the Lenders 
and the 
L/C Issuers, 
and neither 
the Borrower 
nor any 
other Loan 
Party shall 
have 
rights as a 
third-party beneficiary of 
any of such 
provisions. 
It is understood 
and agreed that 
the 
use of 
the term 
“agent” herein 
or in 
any other 
Loan Documents 
(or any 
other similar 
term) with 
reference to the Administrative 
Agent is not intended 
to connote any fiduciary 
or other implied (or 
express) 
obligations 
arising 
under 
agency 
doctrine 
of 
any 
applicable 
law. 
Instead 
such 
term 
is 
used 
as 
a 
matter 
of 
market 
custom, 
and 
is 
intended 
to 
create 
or 
reflect 
only 
an 
administrative 
relationship between contracting parties. 
 
Section 10.2. 
Rights 
as 
a 
Lender
. 
The 
Person 
serving 
as 
the 
Administrative 
Agent 
hereunder shall 
have the 
same rights 
and powers 
in its 
capacity as 
a Lender 
as any 
other Lender 
and may exercise the same as though 
it were not the Administrative Agent, and 
the term “Lender” 






-94-
or “Lenders” shall, unless otherwise 
expressly indicated or unless the 
context otherwise requires, 
include the Person serving as the Administrative 
Agent hereunder in its individual capacity. 
Such 
Person and 
its Affiliates 
may accept 
deposits from, 
lend money 
to, own 
securities of, 
act as 
the 
financial advisor 
or in 
any other 
advisory capacity 
for, and generally 
engage in 
any kind 
of business 
with, 
the 
Borrower 
or 
any 
Subsidiary 
or 
other 
Affiliate 
thereof 
as 
if 
such 
Person 
were 
not 
the 
Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
Section 10.3. 
Action 
by 
Administrative 
Agent; 
Exculpatory 
Provisions
. 
(a) The 
Administrative 
Agent 
shall 
not 
have 
any 
duties 
or 
obligations 
except 
those 
expressly 
set 
forth 
herein and in 
the other Loan 
Documents, and its 
duties hereunder shall 
be administrative in 
nature. 

Without limiting the generality of the 
foregoing, the Administrative Agent and its 
Related Parties: 
 
(i) 
shall not 
be subject 
to any 
fiduciary or 
other implied 
duties, regardless 
of 
whether a Default has occurred and is continuing; 
 
(ii) 
shall 
not 
have 
any 
duty 
to 
take 
any 
discretionary 
action 
or 
exercise 
any 
discretionary 
powers, 
except 
discretionary 
rights 
and 
powers 
expressly 
contemplated 
hereby 
or 
by 
the 
other 
Loan 
Documents 
that 
the 
Administrative 
Agent 
is 
required 
to 
exercise as 
directed in 
writing by 
the Required 
Lenders (or 
such other 
number or 
percentage 
of the Lenders as shall be 
expressly provided for herein or in 
the other Loan Documents), 
provided
 
that the Administrative Agent shall 
not be required to take 
any action that, in its 
opinion or the opinion 
of its counsel, may 
expose the Administrative Agent 
to liability or 
that is 
contrary to 
any Loan 
Document or 
applicable law, 
including for 
the avoidance 
of 
doubt any 
action that 
may be 
in violation 
of the 
automatic stay 
under any 
Debtor Relief 
Law or that 
may effect a forfeiture, 
modification or termination 
of property of 
a Defaulting 
Lender in violation of any Debtor Relief 
Law. 
The Administrative Agent shall in all cases 
be fully justified in failing or refusing to act hereunder or 
under any other Loan Document 
unless it first 
receives any further 
assurances of its 
indemnification from the 
Lenders that 
it may 
require, including 
prepayment of 
any related 
expenses and 
any other 
protection it 
requires against 
any and 
all costs, 
expense, and 
liability which 
may be 
incurred by 
it by 
reason of taking or continuing to take any such action; and 
 
(iii) 
shall 
not, 
except 
as 
expressly 
set 
forth 
herein 
and 
in 
the 
other 
Loan 
Documents, 
have 
any 
duty 
or 
responsibility 
to 
disclose, 
and 
shall 
not 
be 
liable 
for 
the 
failure to disclose, 
any information relating 
to any Loan 
Party or any 
of its Affiliates 
that 
is communicated to or obtained 
by the Person serving as the 
Administrative Agent or any 
of its Affiliates in any capacity. 
 
(b) 
Neither the Administrative Agent 
nor any of its 
Related Parties shall be 
liable for any 
action taken or not taken by 
the Administrative Agent under or 
in connection with this Agreement 
or 
any 
other 
Loan 
Document 
or 
the 
transactions 
contemplated 
hereby 
or 
thereby 
(i) with 
the 
consent 
or 
at 
the 
request 
of 
the 
Required 
Lenders 
(or 
such 
other 
number 
or 
percentage 
of 
the 
Lenders as shall be 
necessary, 
or as the Administrative 
Agent shall believe in 
good faith shall 
be 
necessary, 
under the 
circumstances as 
provided in 
Sections 9.2, 9.3, 
9.4, 9.5 
and 13.3), 
or (ii) in 
the 
absence 
of 
its 
own 
gross 
negligence 
or 
willful 
misconduct 
as 
determined 
by 
a 
court 
of 
competent jurisdiction by final 
and nonappealable judgment. 
Any such action taken 
or failure to 






-95-
act pursuant to the foregoing 
shall be binding on all 
Lenders. 
The Administrative Agent shall 
be 
deemed not 
to have 
knowledge of 
any Default 
unless and 
until notice 
describing such Default 
is 
given to the Administrative Agent in writing by the Borrower, a Lender, or the L/C Issuer. 
 
(c) 
Neither the Administrative 
Agent nor any 
of its Related 
Parties shall be 
responsible 
for or have any 
duty or obligation 
to any Lender or 
L/C Issuer or 
participant or any other 
Person 
to ascertain or inquire into (i) 
any statement, warranty or representation 
made in or in connection 
with 
this 
Agreement 
or 
any 
other 
Loan 
Document, 
(ii) the 
contents 
of 
any 
certificate, 
report or 
other document delivered hereunder or thereunder or 
in connection herewith or therewith, (iii) the 
performance or 
observance of 
any of 
the covenants, 
agreements or 
other terms 
or conditions 
set 
forth 
herein 
or 
therein 
or 
the 
occurrence 
of 
any 
Default, 
(iv) the 
validity, 
enforceability, 
effectiveness or genuineness 
of this 
Agreement, any 
other Loan 
Document or 
any other 
agreement, 
instrument or document, or the creation, perfection or priority of any Lien purported to be created 
by the Collateral Documents, (v) the value or sufficiency of any Collateral, or (vi) the satisfaction 
of any condition 
set forth in 
Section 7.1 or 7.2 
or elsewhere herein, 
other than to 
confirm receipt 
of items expressly required to be delivered to the Administrative Agent. 
 
Section 10.4. 
Reliance 
by 
Administrative 
Agent
. 
The 
Administrative 
Agent 
shall 
be 
entitled to 
rely upon, 
and shall 
be fully 
protected in 
relying and 
shall not 
incur any 
liability for 
relying 
upon, 
any 
notice, 
request, 
certificate, 
communication, 
consent, 
statement, 
instrument, 
document or other writing (including any 
electronic message, Internet or intranet website posting 
or 
other 
distribution) 
believed 
by 
it 
to 
be 
genuine 
and 
to 
have 
been 
signed, 
sent 
or 
otherwise 
authenticated by the proper Person. 
The Administrative Agent also may rely 
upon any statement 
made to it orally or 
by telephone and believed by 
it to have been made 
by the proper Person, and 
shall 
be 
fully 
protected 
in 
relying 
and 
shall 
not 
incur 
any 
liability 
for 
relying 
thereon. 
In 
determining compliance 
with any 
condition hereunder 
to the 
making of 
a Loan, 
or the 
issuance, 
extension, 
renewal 
or 
increase 
of 
a 
Letter 
of 
Credit, 
that 
by 
its 
terms 
must 
be 
fulfilled 
to 
the 
satisfaction 
of 
a 
Lender 
or 
an 
L/C 
Issuer, 
the 
Administrative 
Agent 
may 
presume 
that 
such 
condition is satisfactory to 
such Lender or L/C Issuer 
unless the Administrative Agent shall 
have 
received notice to 
the contrary from 
such Lender or 
L/C Issuer prior 
to the making 
of such Loan 
or the issuance 
of such Letter of 
Credit. 
The Administrative Agent 
may consult with legal 
counsel 
(who may be counsel for the 
Loan Parties), independent accountants and 
other experts selected by 
it, and shall 
not be liable 
for any action 
taken or not 
taken by it 
in accordance with 
the advice of 
any such counsel, accountants or experts. 
 
Section 10.5. 
Delegation of Duties
. 
The Administrative Agent may perform any and all 
of 
its duties 
and exercise 
its rights 
and powers 
hereunder or 
under any 
other Loan 
Document by 
or 
through any one or more sub-agents 
appointed by the Administrative Agent. 
The Administrative 
Agent and 
any such 
sub-agent may 
perform any 
and all 
of its 
duties and 
exercise 
its rights 
and 
powers by or through their respective Related Parties. 
The exculpatory provisions of this Section 
shall apply to any such 
sub-agent and to the 
Related Parties of the 
Administrative Agent and any 
such sub-agent, and shall apply to their respective activities in connection with the 
syndication of 
the 
Revolving 
Facility 
and 
any 
Incremental 
Term 
Loans 
as 
well 
as 
activities 
as 
Administrative 
Agent. 
The Administrative Agent 
shall not be 
responsible for the 
negligence or misconduct 
of any 
sub-agents 
except 
to 
the 
extent 
that 
a 
court 
of 
competent 
jurisdiction 
determines 
in 
a 
final 
and 






-96-
nonappealable 
judgment 
that 
the 
Administrative 
Agent 
acted 
with 
gross 
negligence 
or 
willful 
misconduct in the selection of such sub-agents. 
 
Section 10.6. 
Resignation of 
Administrative Agent
. 
(a) The Administrative 
Agent may 
at 
any time 
give notice 
of its 
resignation to 
the Lenders, 
the L/C 
Issuers and 
the Borrower. 
Upon 
receipt of any 
such notice of 
resignation, the Required 
Lenders shall have 
the right, in 
consultation 
with the Borrower, to 
appoint a successor, which 
shall be a 
bank with 
an office in 
the United 
States 
of America, or an Affiliate of any such bank with an office in the United States of America. 
If no 
such successor shall 
have been so 
appointed by the 
Required Lenders and 
shall have accepted 
such 
appointment 
within 
thirty (30) 
days 
after 
the 
retiring 
Administrative 
Agent 
gives 
notice 
of 
its 
resignation 
(or 
such 
earlier 
day 
as 
shall 
be 
agreed 
by 
the 
Required 
Lenders) 
(the 
“Resignation 
Effective Date”
), then 
the retiring 
Administrative Agent 
may (but 
shall not 
be obligated 
to), on 
behalf of the Lenders 
and the L/C Issuers, 
appoint a successor Administrative 
Agent meeting the 
qualifications set 
forth above. 
Whether or 
not a 
successor has 
been appointed, 
such resignation 
shall become effective in accordance with such notice on the Resignation Effective Date. 
 
(b) 
With effect from 
the Resignation 
Effective Date, (i) 
the retiring 
Administrative Agent 
shall be 
discharged from 
its duties 
and obligations 
hereunder and 
under the 
other Loan 
Documents, 
and (ii) except for 
any indemnity payments 
owed to the 
retiring or removed 
Administrative Agent, 
all 
payments, 
communications 
and 
determinations 
provided 
to 
be 
made 
by, 
to 
or 
through 
the 
Administrative Agent 
shall instead 
be made 
by or 
to each 
Lender and 
L/C Issuer 
directly, 
until 
such time, if any, 
as the Required Lenders 
appoint a successor Administrative 
Agent as provided 
for 
above. 
If 
on 
the 
Resignation Effective 
Date no 
successor 
has 
been appointed 
and accepted 
such appointment, the 
Administrative Agent’s rights in 
the Collateral 
Documents shall 
be assigned 
without representation, recourse 
or warranty to 
the Lenders and 
L/C Issuer as their 
interests may 
appear. 
Upon the 
acceptance of 
a successor’s 
appointment as 
Administrative Agent 
hereunder, 
such successor 
shall succeed 
to and 
become vested 
with all 
of the 
rights, powers, 
privileges and 
duties of the retiring 
Administrative Agent (other than any 
rights to indemnity payments or 
other 
amounts owed 
to the 
retiring Administrative 
Agent), and 
the retiring 
Administrative Agent shall 
be discharged from all of its 
duties and obligations hereunder or 
under the other Loan Documents. 

The fees payable by the Borrower to a successor Administrative Agent 
shall be the same as those 
payable 
to 
its 
predecessor 
unless 
otherwise 
agreed 
between 
the 
Borrower 
and 
such 
successor. 

After 
the 
retiring 
Administrative 
Agent’s 
resignation 
hereunder 
and 
under 
the 
other 
Loan 
Documents, 
the 
provisions 
of 
this 
Section 10 
and 
Section 13.4 
shall 
continue 
in 
effect 
for 
the 
benefit of 
such retiring 
Administrative Agent, 
its sub-agents 
and their 
respective Related 
Parties 
in 
respect 
of 
any 
actions 
taken 
or 
omitted 
to 
be 
taken 
by 
any 
of 
them 
while 
the 
retiring 
Administrative Agent was acting as Administrative Agent. 
 
Section 10.7. 
Non-Reliance on Administrative Agent and 
Other Lenders
. 
Each Lender and 
L/C Issuer acknowledges that it 
has, independently and without reliance 
upon the Administrative 
Agent 
or 
any 
other 
Lender 
or 
any 
of 
their 
Related 
Parties 
and 
based 
on 
such 
documents 
and 
information as it 
has deemed appropriate, 
made its own 
credit analysis and 
decision to enter 
into 
this Agreement. 
Each Lender 
and L/C 
Issuer also 
acknowledges that 
it will, 
independently and 
without reliance upon 
the Administrative Agent 
or any other 
Lender or any 
of their Related 
Parties 
and 
based 
on 
such 
documents 
and 
information 
as 
it 
shall 
from 
time 
to 
time 
deem 
appropriate, 
continue 
to 
make 
its 
own 
decisions 
in 
taking 
or 
not 
taking 
action 
under 
or 
based 
upon 
this 






-97-
Agreement, 
any 
other 
Loan 
Document 
or 
any 
related 
agreement 
or 
any 
document 
furnished 
hereunder or thereunder. 
Upon 
a 
Lender’s 
written 
request, 
the 
Administrative 
Agent 
agrees 
to 
forward 
to 
such 
Lender, when complete, copies of any field audit, examination, or 
appraisal report prepared by or 
for 
the 
Administrative 
Agent 
with 
respect 
to 
the 
Borrower 
or 
any 
Loan 
Party 
or 
the 
Collateral 
(herein, 
“Reports”
). 
Each Lender 
hereby agrees 
that (a) it 
has requested 
a copy 
of each 
Report 
prepared by or on 
behalf of the Administrative Agent; 
(b) the Administrative Agent (i) 
makes no 
representation or warranty, 
express or implied, 
as to the 
completeness or accuracy 
of any Report 
or any of the information contained therein or any inaccuracy or omission contained in or relating 
to a Report and (ii) 
shall not be liable for 
any information contained in any 
Report; (c) the Reports 
are 
not 
comprehensive 
audits 
or 
examinations, 
and 
that 
any 
Person 
performing 
any 
field 
examination 
will 
inspect 
only 
specific 
information 
regarding 
the 
Borrower 
and 
the 
other 
Loan 
Parties 
and 
will 
rely 
significantly 
upon 
the 
books 
and 
records 
of 
Borrower 
and 
the 
other 
Loan 
Parties, as well as on representations of 
personnel of the Borrower and the other 
Loan Parties, and 
that 
the 
Administrative 
Agent 
undertakes 
no 
obligation 
to 
update, 
correct 
or 
supplement 
the 
Reports; (d) 
it will 
keep all 
Reports confidential 
and strictly 
for its 
internal use, 
not share 
the Report 
with any other Person 
except as otherwise permitted 
pursuant to this Agreement; 
and (e) without 
limiting the generality of any other indemnification provision contained in this Agreement, it will 
pay and 
protect, 
and indemnify, 
defend, and 
hold the 
Administrative 
Agent and 
any such 
other 
Person preparing a Report 
harmless from and against, 
the claims, actions, proceedings, 
damages, 
costs, expenses, and 
other amounts (including 
reasonable attorney fees) 
incurred by as 
the direct 
or 
indirect 
result 
of 
any 
third 
parties 
who 
might 
obtain 
all 
or 
part 
of 
any 
Report 
through 
the 
indemnifying Lender. 
Section 10.8. 
L/C Issuer 
and Swingline Lender.
 
The L/C Issuer shall 
act on behalf 
of the 
Lenders with respect to any Letters of Credit issued by it and the documents 
associated therewith, 
and the Swingline 
Lender shall act 
on behalf of 
the Lenders with 
respect to the 
Swingline Loans 
made hereunder. 
The L/C Issuer and the Swingline Lender shall each have all of the benefits and 
immunities 
(i) provided 
to 
the 
Administrative 
Agent 
in 
this 
Section 10 
with 
respect 
to 
any 
acts 
taken or omissions suffered 
by the L/C Issuer in 
connection with Letters of 
Credit issued by it 
or 
proposed 
to 
be 
issued 
by 
it 
and 
the 
Applications 
pertaining 
to 
such 
Letters 
of 
Credit 
or 
by 
the 
Swingline Lender in 
connection with Swingline 
Loans made or 
to be made 
hereunder as fully 
as 
if 
the 
term 
“Administrative 
Agent”, 
as 
used 
in 
this 
Section 10, 
included 
the 
L/C Issuer 
and 
the 
Swingline Lender 
with respect 
to such 
acts or 
omissions and 
(ii) as additionally 
provided in 
this 
Agreement with 
respect to 
such L/C Issuer 
or Swingline 
Lender, 
as applicable. 
Any resignation 
by the 
Person then 
acting as 
Administrative Agent 
pursuant to 
Section 10.6 shall 
also constitute 
its resignation 
or the 
resignation of 
its Affiliate 
as L/C 
Issuer and 
Swingline Lender 
except as 
it 
may otherwise 
agree. 
If such 
Person then 
acting as 
L/C Issuer 
so resigns, 
it shall 
retain all 
the 
rights, powers, 
privileges and 
duties of 
the L/C 
Issuer hereunder 
with respect 
to all 
Letters of 
Credit 
outstanding as 
of the 
effective date 
of its 
resignation as 
L/C Issuer 
and all 
L/C Obligations 
with 
respect thereto, including 
the right to 
require the Lenders 
to make Loans 
or fund risk 
participations 
in Reimbursement 
Obligations pursuant 
to Section 2.3. 
If such 
Person then 
acting as 
Swingline 
Lender resigns, 
it shall 
retain all 
the rights 
of the 
Swingline Lender 
provided for 
hereunder with 
respect to Swingline Loans made 
by it and outstanding 
as of the effective date 
of such resignation, 
including the right to require the Lenders to make Loans 
or fund risk participations in outstanding 






-98-
Swingline Loans 
pursuant to 
Section 2.2(b). 
Upon the 
appointment by 
the Borrower 
of a 
successor 
L/C Issuer 
or Swingline 
Lender hereunder 
(which successor 
shall in 
all cases 
be a 
Lender other 
than a 
Defaulting Lender), 
(i) such successor 
shall succeed 
to and 
become vested 
with all 
of the 
rights, powers, privileges and duties of 
the retiring L/C Issuer or Swingline 
Lender, as applicable 
(other than 
any rights 
to indemnity 
payments or 
other amounts 
that remain 
owing to 
the retiring 
L/C Issuer 
or Swingline 
Lender), and 
(ii) the retiring 
L/C Issuer 
and Swingline 
Lender shall 
be 
discharged from 
all of 
their respective 
duties and 
obligations hereunder 
or under 
the other 
Loan 
Documents other than 
with respect to 
its outstanding Letters 
of Credit and 
Swingline Loans, and 
(iii) upon 
the request 
of the 
resigning L/C 
Issuer, 
the 
successor L/C 
Issuer shall 
issue 
letters 
of 
credit in substitution for the Letters of Credit, 
if any, outstanding at the time of such succession or 
make 
other 
arrangements 
satisfactory 
to 
the 
resigning 
L/C 
Issuer 
to 
effectively 
assume 
the 
obligations of the resigning L/C Issuer with respect to such Letters of Credit.
Section 10.9. 
Hedging 
Liability 
and 
Bank Product 
Obligations
. 
By virtue 
of 
a 
Lender’s 
execution of this 
Agreement or an 
assignment agreement pursuant 
to Section 13.2, as 
the case may 
be, any Affiliate of such 
Lender with whom the 
Borrower or any other 
Loan Party has entered 
into 
an agreement 
creating Hedging 
Liability or 
Bank Product Obligations 
shall be 
deemed a 
Lender 
party 
hereto 
for 
purposes 
of 
any 
reference 
in 
a 
Loan 
Document 
to 
the 
parties 
for 
whom 
the 
Administrative Agent is acting, it being understood and agreed 
that the rights and benefits of such 
Affiliate 
under 
the 
Loan 
Documents 
consist 
exclusively 
of 
such 
Affiliate’s 
right 
to 
share 
in 
payments and 
collections out 
of the 
Collateral and 
the Guaranty 
Agreements as 
more fully 
set forth 
in 
Section 9.5. 
Without 
limiting 
the 
generality 
of 
the 
foregoing, 
(i) 
each 
such 
Affiliate 
of 
any 
Lender that has entered 
into an agreement 
creating Hedging Liability or 
Bank Product Obligations 
shall, for the avoidance of doubt, 
be deemed to have agreed to 
the provisions of Section 10.15 and 
(ii) no 
such Affiliate 
of any 
Lender shall 
have any 
right to 
notice of 
any action 
or to 
consent to, 
direct or object to 
any action hereunder or 
under any other Loan 
Document or otherwise in 
respect 
of the 
Collateral (including 
the release 
or impairment 
of any 
Collateral). In 
connection with 
any 
such 
distribution 
of 
payments 
and 
collections, 
or 
any 
request 
for 
the 
release 
of 
the 
Guaranty 
Agreements 
and 
the 
Administrative 
Agent’s 
Liens 
in 
connection 
with 
the 
termination 
of 
the 
Commitments 
and 
the 
payment 
in 
full 
of 
the 
Obligations, 
the 
Administrative 
Agent 
shall 
be 
entitled 
to 
assume 
no 
amounts 
are 
due 
to 
any 
Lender 
or 
its 
Affiliate 
with 
respect 
to 
Hedging 
Liability or 
Bank Product 
Obligations unless 
such Lender 
has notified 
the Administrative 
Agent 
in writing of the amount 
of any such liability owed 
to it or its Affiliate prior 
to such distribution or 
payment or release of Guaranty Agreements and Liens. 
Section 10.10. 
Designation of Additional Agents
. 
The Administrative Agent shall 
have the 
continuing right, for purposes hereof, at 
any time and from time to 
time to designate one or more 
of 
the 
Lenders 
(and/or 
its 
or 
their 
Affiliates) 
as 
“syndication 
agents,” 
“documentation 
agents,” 
“book runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such 
designation shall 
have no 
substantive effect, 
and such 
Lenders and 
their Affiliates 
shall have 
no 
additional powers, duties or responsibilities as a result thereof. 
Section 10.11. 
Authorization to Enter into, 
and Enforcement 
of, the Collateral Documents; 
Possession of Collateral
. 
The Administrative Agent 
is hereby irrevocably 
authorized by each 
of 
the Lenders and the L/C Issuer to execute and deliver the Collateral Documents on behalf of each 
of the 
Lenders, the 
L/C Issuer, and 
their Affiliates 
and to 
take such 
action and 
exercise such 
powers 






-99-
under the Collateral 
Documents as the 
Administrative Agent considers 
appropriate; 
provided
 
the 
Administrative Agent shall not 
amend the Collateral Documents 
unless such amendment is 
agreed 
to 
in 
writing 
by 
the 
Required 
Lenders. 
Upon 
the 
occurrence 
of 
an 
Event 
of 
Default, 
the 
Administrative Agent 
shall take 
such action 
to enforce 
its Lien 
on the 
Collateral and to 
preserve 
and 
protect 
the 
Collateral 
as 
may 
be 
directed 
by 
the 
Required 
Lenders. 
Unless 
and 
until 
the 
Required Lenders 
give such 
direction, the 
Administrative Agent 
may (but 
shall not 
be obligated 
to) take 
or refrain 
from taking 
such actions 
as it 
deems appropriate 
and in the 
best interest 
of all 
the Lenders and L/C Issuer. 
Each Lender and L/C Issuer acknowledges and 
agrees that it will be 
bound by the 
terms and conditions 
of the Collateral 
Documents upon the 
execution and delivery 
thereof 
by the 
Administrative Agent. 
The Administrative 
Agent shall 
not be 
responsible for 
or 
have 
a 
duty 
to 
ascertain 
or 
inquire 
into 
any 
representation 
or 
warranty 
regarding 
the 
existence, 
value or collectability of the Collateral, the existence, 
priority or perfection of the Administrative 
Agent’s 
Lien thereon, or any 
certificate prepared by any 
Loan Party in connection 
therewith, nor 
shall 
the 
Administrative 
Agent 
be 
responsible 
or 
liable 
to 
the 
Lenders, 
the 
L/C 
Issuer 
or 
their 
Affiliates for 
any failure 
to monitor 
or maintain 
any portion 
of the 
Collateral. 
The Lenders 
and 
L/C Issuer 
hereby irrevocably 
authorize (and 
each of 
their Affiliates 
holding any 
Bank Product 
Obligations 
and 
Hedging 
Liability 
entitled 
to 
the 
benefits 
of 
the 
Collateral 
shall 
be 
deemed 
to 
authorize) the Administrative Agent, based 
upon the instruction of the 
Required Lenders, to credit 
bid and purchase (either directly or through 
one or more acquisition vehicles) all or 
any portion of 
the Collateral 
at any 
sale thereof conducted 
by the Administrative 
Agent (or any 
security trustee 
therefore) under the provisions of 
the Uniform Commercial Code, including 
pursuant to Sections 
9-610 
or 
9-620 
of 
the 
Uniform 
Commercial 
Code, 
at 
any 
sale 
thereof 
conducted 
under 
the 
provisions 
of 
the 
United 
States 
Bankruptcy 
Code, 
including 
Section 
363 
of 
the 
United 
States 
Bankruptcy 
Code, 
or 
at 
any 
sale 
or 
foreclosure 
conducted 
by 
the 
Administrative 
Agent 
or 
any 
security trustee therefore 
(whether by judicial 
action or otherwise) 
in accordance with applicable 
law. 
Except 
as 
otherwise 
specifically 
provided 
for 
herein, 
no 
Lender, 
L/C 
Issuer, 
or 
their 
Affiliates, other than the Administrative 
Agent, shall have the right to 
institute any suit, action or 
proceeding in 
equity or 
at law 
for the 
foreclosure or 
other realization 
upon any 
Collateral or 
for 
the execution of any trust 
or power in respect of 
the Collateral or for the 
appointment of a receiver 
or for the 
enforcement of any 
other remedy under 
the Collateral Documents; 
it being understood 
and intended 
that no 
one or 
more of 
the Lenders 
or L/C 
Issuer or 
their Affiliates 
shall have 
any 
right in any 
manner whatsoever to 
affect, disturb or 
prejudice the Lien 
of the 
Administrative Agent 
(or any security 
trustee therefor) under 
the Collateral Documents 
by its or 
their action or 
to enforce 
any 
right 
thereunder, 
and 
that 
all 
proceedings 
at 
law 
or 
in 
equity 
shall 
be 
instituted, 
had, 
and 
maintained by the Administrative Agent (or its security 
trustee) in the manner provided for in the 
relevant Collateral Documents 
for the benefit 
of the Lenders, the 
L/C Issuer, and 
their Affiliates. 

Each 
Lender 
and 
L/C 
Issuer 
is 
hereby 
appointed 
agent 
for 
the 
purpose 
of 
perfecting 
the 
Administrative 
Agent’s 
security 
interest 
in 
assets 
which, 
in 
accordance 
with 
Article 9 
of 
the 
Uniform Commercial Code or 
other applicable law can 
be perfected only by 
possession. 
Should 
any 
Lender 
or 
L/C 
Issuer 
(other 
than 
the 
Administrative 
Agent) 
obtain 
possession 
of 
any 
Collateral, such Lender or L/C 
Issuer shall notify the Administrative 
Agent thereof, and, promptly 
upon 
the 
Administrative 
Agent’s 
request 
therefor 
shall 
deliver 
such 
Collateral 
to 
the 
Administrative Agent or in accordance with the Administrative Agent’s instructions. 

 
Section 10.12. 
Authorization 
to 
Release, 
Limit 
or 
Subordinate 
Liens 
or 
to 
Release 
Guaranties.
 
The Administrative Agent 
is hereby irrevocably 
authorized by each 
of the Lenders, 






-100-
the 
L/C Issuer, 
and 
their 
Affiliates 
to 
(a) release 
any 
Lien 
covering 
any 
Collateral 
that 
is 
sold, 
transferred, 
or 
otherwise 
disposed 
of 
in 
accordance 
with 
the 
terms 
and 
conditions 
of 
this 
Agreement 
and 
the 
relevant 
Collateral 
Documents 
(including 
a 
sale, 
transfer, 
or 
disposition 
permitted by 
the terms 
of Section 8.10 
or which 
has otherwise 
been consented 
to in 
accordance 
with Section 13.3), (b) release or subordinate any Lien on Collateral consisting of goods financed 
with purchase 
money indebtedness 
or under 
a Capital 
Lease to 
the extent 
such purchase 
money 
indebtedness or 
Capitalized Lease 
Obligation, and 
the Lien 
securing the 
same, are 
permitted by 
Sections 8.7(b) 
and 
8.8(d), 
(c) reduce 
or 
limit 
the 
amount 
of 
the 
indebtedness 
secured 
by 
any 
particular item 
of Collateral 
to an 
amount not 
less than 
the estimated 
value thereof 
to the 
extent 
necessary to 
reduce mortgage 
registry, 
filing and 
similar tax, 
(d) release Liens 
on the 
Collateral 
following 
termination 
or 
expiration 
of 
the 
Commitments 
and 
payment 
in 
full 
in 
cash 
of 
the 
Obligations (other than contingent 
indemnification obligations) and the 
expiration or termination 
of 
all 
Letters 
of 
Credit 
(other 
than 
Letters 
of 
Credit 
that 
have 
been 
Cash 
Collateralized 
to 
the 
satisfaction 
of 
the 
Administrative 
Agent 
and 
relevant 
L/C 
Issuer) 
and, 
if 
then 
due, 
Hedging 
Liability and 
Bank Product 
Obligations, and 
(e) release any 
Subsidiary from 
its obligations 
as a 
Guarantor if such Person ceases to be a Subsidiary as a result of a transaction permitted under the 
Loan Documents. 
Upon the 
Administrative Agent’s 
request, the 
Required Lenders 
will confirm 
in writing 
the Administrative 
Agent’s 
authority to release 
or subordinate its 
interest in particular 
types or items 
of Property or 
to release any 
Person form its 
obligations as a 
Guarantor under the 
Loan Documents.
Section 10.13. 
Authorization of Administrative Agent to 
File Proofs of Claim. 

In case of the 
pendency of any 
proceeding under any 
Debtor Relief Law 
or any other 
judicial proceeding relative 
to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or 
L/C Obligation shall 
then be due 
and payable as 
herein expressed 
or by declaration 
or otherwise 
and 
irrespective 
of 
whether 
the 
Administrative 
Agent 
shall 
have 
made 
any 
demand 
on 
the 
Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
 
(a) 
to file and prove a claim for 
the whole amount of the principal and 
interest 
owing and unpaid 
in respect 
of the Loans, 
L/C Obligations 
and all 
other Obligations that 
are owing 
and unpaid and 
to file 
such other documents 
as may be 
necessary or advisable 
in 
order 
to 
have 
the 
claims 
of 
Lenders, 
the 
L/C 
Issuer 
and 
the 
Administrative 
Agent 
(including 
any 
claim 
for 
the 
reasonable 
compensation, 
expenses, 
disbursements 
and 
advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective 
agents 
and 
counsel 
and 
all 
other 
amounts 
due 
the 
Lenders, 
the 
L/C 
Issuer 
and 
the 
Administrative 
Agent 
under 
the 
Loan 
Documents 
including, 
but 
not 
limited 
to, 
Sections 3.1, 4.4, 4.5, and 13.4) allowed in such judicial proceeding; and 
 
(b) 
to collect 
and receive 
any monies 
or other 
property payable 
or deliverable 
on any such claims and to distribute the same; 
and any 
custodian, receiver, 
assignee, trustee, 
liquidator, 
sequestrator or 
other similar 
official in 
any such 
judicial proceeding 
is hereby 
authorized by 
each Lender 
and L/C 
Issuer to 
make such 
payments to 
the Administrative 
Agent and, 
in the 
event that 
the Administrative 
Agent shall 
consent 
to 
the 
making 
of 
such 
payments 
directly 
to 
the 
Lenders 
and 
the 
L/C 
Issuer, 
to 
pay 
to 
the 
Administrative Agent any amount due for the 
reasonable compensation, expenses, disbursements 






-101-
and advances of the Administrative Agent and its 
agents and counsel, and any other amounts 
due 
the Administrative Agent under Sections 3.1 and 13.4. 
Nothing contained herein shall be deemed 
to authorize 
the Administrative 
Agent to 
authorize or 
consent to 
or accept 
or adopt 
on behalf 
of 
any 
Lender 
or 
L/C 
Issuer 
any 
plan 
of 
reorganization, 
arrangement, 
adjustment 
or 
composition 
affecting 
the 
Obligations 
or 
the 
rights 
of 
any 
Lender 
or 
L/C 
Issuer 
or 
to 
authorize 
the 
Administrative 
Agent 
to 
vote 
in 
respect 
of 
the 
claim 
of 
any 
Lender 
or 
L/C 
Issuer 
in 
any 
such 
proceeding. 
 
Section 10.14. 
Certain ERISA Matters. 

(a) 
Each Lender (x) represents 
and warrants, as of 
the 
date 
such 
Person 
became 
a 
Lender 
party 
hereto, 
to, 
and 
(y) 
covenants, 
from 
the 
date 
such 
Person became a Lender party 
hereto to the date such 
Person ceases being a Lender 
party hereto, 
for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, 
to or for the benefit of any 
Borrower or any other Loan Party, 
that at least one of the following 
is 
and will be true: 
 
(i) 
such Lender is not 
using “plan assets” (within 
the meaning of Section 
3(42) 
of 
ERISA 
or 
otherwise) 
of 
one 
or 
more 
Benefit 
Plans 
with 
respect 
to 
such 
Lender’s 
entrance into, participation in, administration of and performance of 
the Loans, the Letters 
of Credit, the Commitments or this Agreement; 
 
(ii) 
the transaction 
exemption set 
forth in one 
or more 
PTEs, such 
as PTE 
84-
14 
(a 
class 
exemption 
for 
certain 
transactions 
determined 
by 
independent 
qualified 
professional 
asset 
managers), 
PTE 
95-60 
(a 
class 
exemption 
for 
certain 
transactions 
involving insurance 
company general accounts), 
PTE 90-1 (a 
class exemption 
for certain 
transactions involving 
insurance company 
pooled separate 
accounts), PTE 
91-38 (a 
class 
exemption for certain transactions involving bank 
collective investment funds) or PTE 96-
23 (a class 
exemption for certain 
transactions determined by 
in-house asset managers), 
is 
applicable with 
respect to 
such Lender’s 
entrance into, 
participation in, 
administration of 
and performance 
of the 
Loans, the 
Letters of 
Credit, the 
Commitments and 
this Agreement; 
or 
 
(iii) 
(A) 
such 
Lender 
is 
an 
investment 
fund 
managed 
by 
a 
“Qualified 
Professional 
Asset 
Manager” 
(within 
the 
meaning 
of 
Part 
VI 
of 
PTE 
84-14), 
(B) 
such 
Qualified 
Professional 
Asset 
Manager 
made 
the 
investment 
decision 
on 
behalf 
of 
such 
Lender to enter 
into, participate in, 
administer and 
perform the Loans, 
the Letters of 
Credit, 
the 
Commitments 
and 
this 
Agreement, 
(C) 
the 
entrance 
into, 
participation 
in, 
administration of 
and performance 
of the 
Loans, the 
Letters of 
Credit, the 
Commitments 
and this 
Agreement satisfies 
the requirements 
of sub-sections 
(b) through 
(g) of 
Part I 
of 
PTE 84-14 and (D) 
to the best knowledge 
of such Lender, 
the requirements of subsection 
(a) 
of 
Part 
I 
of 
PTE 
84-14 
are 
satisfied 
with 
respect 
to 
such 
Lender’s 
entrance 
into, 
participation in, administration of and performance of the Loans, the Letters of Credit, the 
Commitments and this Agreement; or 
 
(iv) 
such 
other 
representation, 
warranty 
and 
covenant 
as 
may 
be 
agreed 
in 
writing between the Administrative Agent, in its sole discretion, and such Lender. 






-102-
 
(b) 
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) 
is 
true with 
respect to 
a Lender 
or (2) 
a Lender 
has provided 
another representation, 
warranty and 
covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender 
further (x) represents 
and warrants, as 
of the 
date such Person 
became a Lender 
party hereto, to, 
and (y) covenants, 
from the date 
such Person became 
a Lender party 
hereto to the 
date such Person 
ceases being 
a Lender 
party hereto, 
for the 
benefit of, 
the Administrative 
Agent and 
not, for 
the 
avoidance 
of 
doubt, 
to 
or 
for 
the 
benefit 
of 
any 
Borrower 
or 
any 
other 
Loan 
Party, 
that 
the 
Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such 
Lender’s 
entrance 
into, 
participation 
in, 
administration 
of 
and 
performance 
of 
the 
Loans, 
the 
Letters 
of 
Credit, 
the 
Commitments 
and 
this 
Agreement 
(including 
in 
connection 
with 
the 
reservation or exercise of any rights by 
the Administrative Agent under this Agreement, any 
Loan 
Document or any documents related hereto or thereto). 
 
Section 10.15. 
Recovery of Erroneous Payments
. 
Notwithstanding anything to the contrary 
in 
this 
Agreement, if 
at any 
time 
the Administrative 
Agent 
determines (in 
its 
sole 
and absolute 
discretion) that 
it has 
made a 
payment hereunder 
in error 
to any 
Lender, L/C Issuer 
or other 
secured 
party hereunder, 
whether or 
not in 
respect of 
an Obligation 
due and 
owing by 
the Borrowers 
at 
such time, 
where such 
payment is 
a Rescindable 
Amount, then 
in any 
such event, 
each such 
Person 
receiving a Rescindable 
Amount severally agrees 
to repay to 
the Administrative Agent 
forthwith 
on demand 
the Rescindable 
Amount received 
by such 
Person in 
immediately available 
funds in 
the 
currency 
so 
received, 
with 
interest 
thereon, 
for 
each 
day 
from 
and 
including 
the 
date 
such 
Rescindable Amount is received 
by it to but 
excluding the date of payment 
to the Administrative 
Agent, at the greater of 
the Federal Funds Rate and 
a rate determined by the 
Administrative Agent 
in 
accordance 
with 
banking 
industry 
rules 
on 
interbank 
compensation. 
Each 
Lender, 
each 
L/C 
Issuer and each other secured 
party hereunder irrevocably waives any 
and all defenses, including 
any “discharge 
for value” 
(under which 
a creditor 
might otherwise 
claim a 
right to 
retain funds 
mistakenly 
paid 
by 
a 
third 
party 
in 
respect 
of 
a 
debt 
owed 
by 
another), 
“good 
consideration”, 
“change of 
position” or 
similar defenses 
(whether at 
law or 
in equity) 
to its 
obligation to 
return 
any Rescindable 
Amount. 
The Administrative 
Agent shall 
inform each 
Lender, L/C Issuer 
or other 
secured party hereunder that received a Rescindable Amount promptly upon determining that any 
payment 
made 
to 
such 
Person 
comprised, 
in 
whole 
or 
in 
part, 
a 
Rescindable 
Amount. 
Each 
Person’s obligations, agreements 
and waivers 
under this 
Section 10.16 
shall survive 
the resignation 
or 
replacement 
of 
the 
Administrative 
Agent, 
any 
transfer 
of 
rights 
or 
obligations 
by, 
or 
the 
replacement of, a 
Lender or 
L/C Issuer, the 
termination of the 
Commitments and/or the 
repayment, 
satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 
S
ECTION
 
11. 
T
HE 
G
UARANTEES
. 
Section 11.1. 
The Guarantees
. 
To induce the Lenders and 
L/C Issuer to provide 
the credits 
described herein and in consideration of benefits expected to accrue to the Borrower 
by reason of 
the 
Commitments 
and 
for 
other 
good 
and 
valuable 
consideration, 
receipt 
of 
which 
is 
hereby 
acknowledged, 
each 
Wholly-owned 
Subsidiary 
party 
hereto 
(including 
any 
Wholly-owned 
Subsidiary executing 
an Additional 
Guarantor Supplement 
in the 
form attached 
hereto as 
Exhibit F 
or such 
other form 
acceptable to 
the Administrative 
Agent) and 
the Borrower 
(as to 
the Secured 
Obligations of another Loan Party) hereby unconditionally and irrevocably guarantees jointly and 
severally to the Administrative 
Agent, the Lenders, and 
the L/C Issuer and their 
Affiliates, the due 






-103-
and punctual payment of all present and future Secured Obligations, including, but not limited to, 
the 
due 
and 
punctual 
payment 
of 
principal 
of 
and 
interest 
on 
the 
Loans, 
the 
Reimbursement 
Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by 
the 
Borrower 
under 
the 
Loan 
Documents 
and 
the 
due 
and 
punctual 
payment 
of 
all 
Hedging 
Liability and Bank Product Obligations, in each case as and when the same shall become due and 
payable, whether 
at stated 
maturity, 
by acceleration, 
or otherwise, 
according to 
the terms 
hereof 
and 
thereof 
(including 
all 
interest, 
costs, 
fees, 
and 
charges 
after 
the 
entry 
of 
an 
order 
for 
relief 
against the Borrower or such 
other obligor in a 
case under the United 
States Bankruptcy Code or 
any similar proceeding, whether or not such interest, costs, fees and charges would be an 
allowed 
claim against the Borrower or any such obligor in any such proceeding); 
provided, however,
 
that, 
with respect to 
any Guarantor, 
Hedging Liability guaranteed 
by such Guarantor 
shall exclude all 
Excluded Swap Obligations. 
In case of failure by the Borrower 
or other obligor punctually to pay 
any 
Secured 
Obligations 
guaranteed 
hereby, 
each 
Guarantor 
hereby 
unconditionally 
agrees 
to 
make such payment 
or to cause 
such payment to 
be made punctually 
as and when the 
same shall 
become due and payable, whether at stated 
maturity, by 
acceleration, or otherwise, and as if such 
payment 
were 
made 
by 
the 
Borrower 
or 
such 
obligor. 
Only 
direct 
and 
indirect 
Wholly-owned 
Subsidiaries of 
the Borrower 
that are 
Domestic Subsidiaries 
shall be 
required to 
be a 
Guarantor 
and bound by the guaranty provisions of this Section 11. 

Section 11.2. 
Guarantee 
Unconditional
. 
The 
obligations 
of 
each 
Guarantor 
under 
this 
Section 11 
shall 
be 
unconditional 
and 
absolute 
and, 
without 
limiting 
the 
generality 
of 
the 
foregoing, shall not be released, discharged, or otherwise affected by: 
 
(a) 
any 
extension, 
renewal, 
settlement, 
compromise, 
waiver, 
or 
release 
in 
respect of any 
obligation of any 
Loan Party or 
other obligor or 
of any other 
guarantor under 
this Agreement or any other Loan Document or by operation of law or otherwise; 
 
(b) 
any modification or amendment of or supplement to this Agreement or any 
other 
Loan 
Document 
or 
any 
agreement 
relating 
to 
Hedging 
Liability 
or 
Bank 
Product 
Obligations; 
 
(c) 
any 
change 
in 
the 
corporate 
existence, 
structure, 
or 
ownership 
of, 
or 
any 
insolvency, 
bankruptcy, 
reorganization, 
or 
other 
similar 
proceeding 
affecting, 
any 
Loan 
Party or 
other obligor, any 
other guarantor, or 
any of 
their respective 
assets, or 
any resulting 
release or 
discharge of 
any obligation 
of any 
Loan Party 
or other 
obligor or 
of any 
other 
guarantor contained in any Loan Document; 

 
(d) 
the existence of any claim, set-off, 
or other rights which any Loan Party or 
other 
obligor 
or 
any 
other 
guarantor 
may 
have 
at 
any 
time 
against 
the 
Administrative 
Agent, any 
Lender, the L/C Issuer 
or any 
other Person, 
whether or 
not arising 
in connection 
herewith; 
 
(e) 
any 
failure 
to 
assert, 
or 
any 
assertion 
of, 
any 
claim 
or 
demand 
or 
any 
exercise of, 
or failure 
to exercise, 
any rights 
or remedies 
against any 
Loan Party 
or other 
obligor, any other guarantor, or any 
other Person or Property; 






-104-
 
(f) 
any application of any sums by whomsoever paid or howsoever 
realized to 
any obligation 
of any 
Loan Party 
or other 
obligor, 
regardless of 
what obligations 
of any 
Loan Party or other obligor remain unpaid; 
 
(g) 
any invalidity 
or unenforceability 
relating to 
or against 
any Loan 
Party or 
other obligor or any other guarantor 
for any reason of this Agreement 
or of any other Loan 
Document or any agreement relating to Hedging Liability 
or Bank Product Obligations or 
any provision 
of applicable 
law or 
regulation purporting 
to prohibit 
the payment 
by any 
Loan Party 
or other 
obligor or 
any other 
guarantor of 
the principal 
of or 
interest on 
any 
Loan 
or 
any 
Reimbursement 
Obligation 
or 
any 
other 
amount 
payable 
under 
the 
Loan 
Documents or 
any agreement 
relating to 
Hedging Liability 
or Bank 
Product Obligations; 
or 
 
(h) 
any other act or omission to act 
or delay of any kind by the 
Administrative 
Agent, 
any 
Lender, 
the 
L/C Issuer, 
or 
any 
other 
Person 
or 
any 
other 
circumstance 
whatsoever 
that 
might, 
but 
for 
the 
provisions 
of 
this 
subsection, 
constitute 
a 
legal 
or 
equitable discharge of the obligations of any Guarantor under this Section 11. 
Section 11.3. 
Discharge 
Only 
upon 
Payment 
in 
Full; 
Reinstatement 
in 
Certain 
Circumstances
. 
Each Guarantor’s obligations under this Section 11 shall remain in full force 
and 
effect until the Commitments 
are terminated, all Letters of 
Credit have expired, and 
the principal 
of and 
interest on 
the Loans 
and all 
other amounts 
payable by 
the Borrower 
and the 
other Loan 
Parties under this 
Agreement and all other 
Loan Documents and, 
if then outstanding and 
unpaid, 
all Hedging Liability 
and Bank Product 
Obligations shall have 
been paid in 
full. 
If at any 
time any 
payment of the principal 
of or interest on 
any Loan or any 
Reimbursement Obligation or any 
other 
amount payable by 
any Loan Party 
or other obligor 
or any guarantor 
under the Loan 
Documents 
or any agreement relating 
to Hedging Liability or 
Bank Product Obligations is 
rescinded or must 
be otherwise restored or 
returned upon the insolvency, bankruptcy, or reorganization of such 
Loan 
Party or 
other obligor 
or of 
any guarantor, 
or otherwise, 
each Guarantor’s 
obligations under 
this 
Section 11 with 
respect to such payment 
shall be reinstated at 
such time as though 
such payment 
had become due but had not been made at such time. 
Section 11.4. 
Subrogation
. 
Each Guarantor agrees 
it will not 
exercise any rights 
which it 
may acquire 
by way 
of subrogation 
by any 
payment made 
hereunder, 
or otherwise, 
until all 
the 
Secured 
Obligations 
shall 
have 
been 
paid 
in 
full 
subsequent 
to 
the 
termination 
of 
all 
the 
Commitments and expiration 
of all Letters of 
Credit. 
If any amount shall 
be paid to a 
Guarantor 
on account of such subrogation rights 
at any time prior to 
the later of (x) the payment 
in full of the 
Secured Obligations 
and all 
other amounts 
payable by 
the Loan 
Parties hereunder 
and the 
other 
Loan 
Documents 
and 
(y) the 
termination 
of 
the 
Commitments 
and 
expiration 
of 
all 
Letters 
of 
Credit, such amount shall be 
held in trust for the 
benefit of the Administrative Agent, 
the Lenders, 
and the 
L/C Issuer (and 
their Affiliates) 
and shall 
forthwith be 
paid to 
the Administrative 
Agent 
for the benefit of the Lenders and L/C Issuer 
(and their Affiliates) or be credited and applied upon 
the 
Secured 
Obligations, 
whether 
matured 
or 
unmatured, 
in 
accordance 
with 
the 
terms 
of 
this 
Agreement. 






-105-
Section 11.5. 
Subordination
. 
Each Guarantor (each referred 
to herein as a 
“Subordinated 
Creditor”
) hereby subordinates the payment of all indebtedness, obligations, and liabilities of the 
Borrower 
or 
other 
Loan 
Party 
owing 
to 
such 
Subordinated 
Creditor, 
whether 
now 
existing 
or 
hereafter arising, 
to the 
indefeasible payment 
in full 
in cash 
of all 
Secured Obligations. 
During 
the existence of any 
Event of Default, subject to 
Section 11.4, any 
such indebtedness, obligation, 
or 
liability 
of 
the 
Borrower 
or 
other 
Loan 
Party 
owing 
to 
such 
Subordinated 
Creditor 
shall 
be 
enforced and performance received by such Subordinated Creditor as trustee for the benefit of 
the 
holders 
of 
the 
Secured 
Obligations 
and 
the 
proceeds 
thereof 
shall 
be 
paid 
over 
to 
the 
Administrative 
Agent 
for 
application to 
the 
Secured 
Obligations 
(whether 
or 
not 
then due), 
but 
without reducing or affecting in any manner the liability of such Guarantor under this Section 11. 
Section 11.6. 
Waivers
. 
Each 
Guarantor 
irrevocably 
waives 
acceptance 
hereof, 
presentment, demand, protest, and any notice 
not provided for herein, as well 
as any requirement 
that at 
any time any 
action be taken 
by the Administrative 
Agent, any Lender, 
the L/C Issuer, 
or 
any other Person 
against the Borrower 
or any other 
Loan Party or 
other obligor, another guarantor, 
or any other Person. 
 
Section 11.7. 
Limit on Recovery
. 
Notwithstanding any other provision hereof, the right of 
recovery against each Guarantor under this Section 11 shall not 
exceed $1.00 less than the lowest 
amount which would 
render such Guarantor’s 
obligations under this 
Section 11 void 
or voidable 
under applicable law, including, without limitation, fraudulent conveyance law. 
Section 11.8. 
Stay of Acceleration
. 
If acceleration of the 
time for payment of 
any amount 
payable by the 
Borrower or other 
Loan Party or 
other obligor under 
this Agreement or 
any other 
Loan 
Document, 
or 
under 
any 
agreement 
relating 
to 
Hedging 
Liability 
or 
Bank 
Product 
Obligations, is stayed upon the insolvency, 
bankruptcy or reorganization of the Borrower 
or such 
other Loan Party or obligor, all such amounts otherwise subject to acceleration under the terms of 
this Agreement 
or the 
other Loan 
Documents, or 
under any 
agreement relating 
to Hedging 
Liability 
or Bank Product Obligations, shall nonetheless be payable by the Guarantors hereunder forthwith 
on demand by the 
Administrative Agent made at 
the request or otherwise 
with the consent of 
the 
Required Lenders. 
Section 11.9. 
Benefit to 
Guarantors
. 
The Loan 
Parties are 
engaged in 
related businesses 
and integrated to such an extent that the 
financial strength and flexibility of the Borrower and 
the 
other Loan 
Parties has 
a direct 
impact on 
the success 
of each other 
Loan Party. 
Each Guarantor 
will derive substantial direct 
and indirect benefit 
from the extensions 
of credit hereunder, and each 
Guarantor acknowledges that this guarantee is necessary or convenient to the 
conduct, promotion 
and attainment of its business. 
Section 11.10. 
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 
Loan Party 
to honor 
all of 
its obligations 
under 
this 
Guaranty 
in 
respect 
of 
Swap 
Obligations 
(provided, 
however, 
that 
each 
Qualified 
ECP 
Guarantor shall 
only be 
liable under 
this Section 
for the 
maximum amount 
of such 
liability that 
can be hereby 
incurred without rendering 
its obligations under 
this Section, 
or otherwise under 
this 
Guaranty, voidable 
under applicable law relating to fraudulent conveyance or fraudulent transfer, 






-106-
and 
not 
for 
any 
greater 
amount). 
The 
obligations 
of 
each 
Qualified 
ECP 
Guarantor 
under 
this 
Section shall 
remain in 
full force 
and effect 
until discharged 
in accordance 
with Section 11.3. 
Each 
Qualified ECP Guarantor intends that 
this Section constitute, and this 
Section 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. 

S
ECTION
 
12. 
C
OLLATERAL
. 
Section 12.1. 
Collateral
. 
The Secured 
Obligations shall 
be secured 
by valid, 
perfected, and 
enforceable Liens 
on all right, 
title, and 
interest of 
each Loan 
Party in 
all of 
its accounts, 
chattel 
paper, instruments, documents, 
payment intangibles,
letter-of-credit rights, supporting 
obligations, 
deposit accounts, inventory and 
farm products and certain 
other Property as specifically 
set forth 
in the Collateral Documents whether now 
owned or hereafter acquired or 
arising, and all proceeds 
thereof; 
provided, 
however, 
that: 
(i) the 
Collateral 
shall 
not 
include 
Excluded 
Property, 
and 
(ii) 
the Collateral need not include (or 
be perfected if a Lien is 
granted) those assets of any Loan 
Party 
as 
to 
which 
the 
Administrative 
Agent 
in 
its 
sole 
discretion 
determines 
that 
the 
cost 
of 
obtaining a 
security interest 
in or 
perfection thereof 
are excessive 
in relation 
to the 
value of 
the 
security to be 
afforded thereby. 
Each Loan Party 
acknowledges and agrees 
that the Liens 
on the 
Collateral shall be 
granted to the 
Administrative Agent for 
the benefit of 
the holders of 
the Secured 
Obligations and shall be valid and perfected first priority Liens (to the extent perfection by filing, 
registration, recordation, possession or control is required herein or in any other Loan Document) 
subject to 
the proviso 
appearing at 
the end 
of the 
preceding sentence 
and to 
Liens permitted 
by 
Section 8.8, in each 
case pursuant to one 
or more Collateral 
Documents from such 
Persons, each 
in form and substance satisfactory to the Administrative Agent. 

Section 12.2. 
Depository Banks
. 
Each Loan Party shall 
maintain the Administrative Agent 
(or 
one 
of 
its 
Affiliates) 
as 
its 
primary 
depository 
bank, 
including 
for 
its 
principal 
operating, 
administrative, 
cash 
management, 
lockbox 
arrangements, 
collection 
activity, 
and 
other 
deposit 
accounts for the conduct of its business. 
Section 12.3. 
Further Assurances
. 
Each Loan Party agrees that 
it shall, from time to 
time 
at the request of 
the Administrative Agent, execute 
and deliver such documents 
and do such acts 
and things as 
the Administrative Agent 
may reasonably request in 
order to provide for 
or perfect 
or protect such 
Liens on the 
Collateral. 
In the event 
any Loan Party 
forms or acquires 
any other 
Subsidiary after the 
date hereof, except 
as otherwise provided 
in the 
definition of Guarantor, 
the 
Loan 
Parties 
shall 
promptly 
upon 
such 
formation 
or 
acquisition 
cause 
such 
newly 
formed 
or 
acquired 
Subsidiary 
to 
execute 
a 
Guaranty 
Agreement 
and 
such 
Collateral 
Documents 
as 
the 
Administrative 
Agent 
may 
then 
require, 
and 
the 
Loan 
Parties 
shall 
also 
deliver 
to 
the 
Administrative 
Agent, 
or 
cause 
such 
Subsidiary 
to 
deliver 
to 
the 
Administrative 
Agent, 
at 
the 
Borrower’s 
cost 
and 
expense, 
such 
other 
instruments, 
documents, 
certificates, 
and 
opinions 
reasonably required by the Administrative Agent in connection therewith. 






-107-
S
ECTION
 
13. 
M
ISCELLANEOUS
. 
 
Section 13.1. 
Notices
. 

 
(a) 
Notices Generally. 

Except in the 
case of notices 
and other communications 
expressly 
permitted to 
be given 
by telephone 
(and except 
as provided 
in subsection (b) 
below), all 
notices 
and other communications 
provided for herein 
shall be in 
writing and shall 
be delivered by 
hand 
or overnight courier services or mailed by certified or registered mail as follows: 
 
(i) 
if to 
the Borrower or 
any other 
Loan Party, 
to it at 
1052 Highland 
Colony 
Parkway, Suite 200, Ridgeland, 
MS 39157, Attention 
of Max Bowman, 
Vice President and 
Chief Financial Officer; Telephone No. (601) 718-4238 with a 
copy to the same address 
to 
the attention of Robert Holladay, General Counsel; Telephone 
No. (601) 948-6813; 
 
(ii) 
if to the Administrative Agent or 
to BMO Harris Bank N.A. in 
its capacity 
as 
L/C 
Issuer, 
to 
BMO 
Harris 
Bank 
N.A. 
at 
111 
West 
Monroe 
Street, 
Chicago, 
Illinois 
60603, Attention of David J. Bechstein; Telephone No. (312) 461-5174); 
 
(iii) 
if 
to 
a 
Lender, 
to 
it 
at 
its 
address 
set 
forth 
in 
its 
Administrative 
Questionnaire. 
Notices sent by 
hand or overnight 
courier service, or 
mailed by certified 
or registered mail, 
shall 
be 
deemed 
to 
have 
been 
given 
when 
received. 
Notices 
delivered 
through 
electronic 
communications, to the extent 
provided in subsection (b) below, 
shall be effective 
as provided in 
said subsection (b). 
 
(b) 
Electronic Communications. 

Notices and other 
communications to the 
Lenders and 
the L/C Issuers hereunder may be 
delivered or furnished by electronic communication (including 
e-mail and 
Internet or 
intranet websites) 
pursuant to 
procedures approved 
by the 
Administrative 
Agent, 
provided 
that the foregoing shall not apply to notices to any Lender 
or L/C Issuer pursuant 
to 
Sections 2.2, 
2.3 
and 
2.6 
if 
such 
Lender 
or 
L/C 
Issuer, 
as 
applicable, 
has 
notified 
the 
Administrative Agent 
that it 
is incapable 
of receiving 
notices under 
such Sections 
by electronic 
communication. 
The Administrative Agent or the 
Borrower may, in its discretion, agree to accept 
notices 
and 
other 
communications 
to 
it 
hereunder 
by 
electronic 
communications 
pursuant 
to 
procedures approved by it; 
provided 
that approval of such procedures may be limited 
to particular 
notices or communications. 
Unless 
the 
Administrative 
Agent 
otherwise 
prescribes, 
(i) notices 
and 
other 
communications sent 
to an e-mail 
address shall be 
deemed received 
upon the sender’s 
receipt of 
an 
acknowledgement 
from 
the 
intended 
recipient 
(such 
as 
by 
the 
“return 
receipt 
requested” 
function, 
as 
available, 
return 
e-mail 
or 
other 
written 
acknowledgement), 
and 
(ii) notices 
or 
communications 
posted 
to 
an 
Internet 
or 
intranet 
website 
shall 
be 
deemed 
received 
upon 
the 
deemed 
receipt 
by 
the 
intended 
recipient, 
at 
its 
e-mail 
address 
as 
described 
in 
the 
foregoing 
clause (i), 
of 
notification 
that 
such 
notice 
or 
communication 
is 
available 
and 
identifying 
the 
website address therefor; 
provided 
that, for both clauses (i) and (ii) above, if such notice, email or 
other communication is not sent 
during the normal business hours of 
the recipient, such notice or 






-108-
communication shall be deemed to have been sent at the opening of business on the next business 
day for the recipient. 
 
(c) 
Change of 
Address, etc. 

Any party 
hereto may 
change its 
address or 
facsimile number 
for notices and other communications hereunder by notice to the other parties hereto. 
 
(d) 
Platform. 

(i) Each Loan 
Party agrees 
that the 
Administrative Agent 
may, 
but shall 
not be obligated to, make 
the Communications (as defined below) 
available to the L/C Issuers 
and 
the 
other 
Lenders 
by 
posting 
the 
Communications 
on 
Debt 
Domain, 
Intralinks, 
Syndtrak 
or 
a 
substantially similar electronic transmission system (the 
“Platform”
). 
 
(ii) 
The Platform is provided “as is” and 
“as available.” 
The Agent Parties (as 
defined below) 
do not 
warrant the 
adequacy of 
the Platform 
and expressly 
disclaim liability 
for errors or omissions 
in the Communications. 
No warranty of any kind, 
express, implied 
or statutory, 
including, without 
limitation, any 
warranty 
of merchantability, 
fitness for 
a 
particular purpose, non-infringement of third-party 
rights or freedom from viruses 
or other 
code defects, 
is made 
by any 
Agent Party 
in connection 
with the 
Communications or 
the 
Platform. 
In 
no 
event 
shall 
the 
Administrative 
Agent 
or 
any 
of 
its 
Related 
Parties 
(collectively, 
the 
“Agent 
Parties”
) 
have 
any 
liability 
to 
the Borrower 
or 
the 
other 
Loan 
Parties, 
any 
Lender 
or 
any 
other 
Person 
or 
entity 
for 
damages 
of 
any 
kind, 
including, 
without limitation, 
direct or 
indirect, special, 
incidental or 
consequential damages, 
losses 
or expenses (whether 
in tort, contract 
or otherwise) arising 
out of the 
Borrower’s, any Loan 
Party’s 
or 
the 
Administrative 
Agent’s 
transmission 
of 
communications 
through 
the 
Platform, except to the extent that such losses, claims, damages and liabilities or expenses 
are determined by a court of competent jurisdiction by final and non-appealable judgment 
to 
have 
resulted 
from 
the 
gross 
negligence 
or 
willful 
misconduct 
of 
the 
Agent 
Parties. 

“Communications”
 
means, collectively, any 
notice, demand, 
communication, information, 
document or 
other material 
provided by 
or on 
behalf 
of any 
Loan Party 
pursuant to 
any 
Loan 
Document 
or 
the 
transactions 
contemplated 
therein 
which 
is 
distributed 
to 
the 
Administrative 
Agent, 
any 
Lender 
or 
any 
L/C 
Issuer 
by 
means 
of 
electronic 
communications pursuant to this Section, including through the Platform. 
 
(e) 
Private Side Designation
. 
Each public Lender agrees to cause at least 
one individual 
at or on behalf of 
such public Lender to all 
times have selected the “Private 
Side Information” or 
similar designation on 
the content declaration 
screen of the 
Platform in order 
to enable such 
public 
Lender 
or 
its 
delegate, 
in 
accordance 
with 
such 
public 
Lender’s 
compliance 
procedures 
and 
applicable 
laws, 
including 
United 
States 
Federal 
and 
state 
securities 
applicable 
laws, 
to 
make 
reference to Borrower or any 
Loan Party materials that are 
not made available through the 
“Public 
Side Information” 
portion of 
the Platform 
and that 
may contain 
material non-public 
information 
with respect 
to the 
Borrower or 
any Loan 
Party or 
their securities 
for purposes 
of United 
States 
Federal or state securities applicable laws. 
Section 13.2. 
Successors and Assigns
. 

 
(a) 
Successors and 
Assigns Generally. 
 
The provisions 
of this 
Agreement shall 
be binding 
upon 
and 
inure 
to 
the 
benefit 
of 
the 
parties 
hereto 
and 
their 
respective 
successors 
and 
assigns 






-109-
permitted 
hereby, 
except 
that 
neither 
the 
Borrower 
nor 
any 
other 
Loan 
Party 
may 
assign 
or 
otherwise transfer 
any of 
its rights 
or obligations 
hereunder without 
the prior 
written consent 
of 
the Administrative Agent and each 
Lender, and no Lender may assign 
or otherwise transfer any of 
its rights 
or obligations 
hereunder except 
(i) to an 
assignee in 
accordance with 
the provisions 
of 
paragraph (b) 
of 
this 
Section, 
(ii) by 
way 
of 
participation 
in 
accordance 
with 
the 
provisions 
of 
paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject 
to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer 
by any party 
hereto shall be 
null and void). 
Nothing in this 
Agreement, expressed or 
implied, shall 
be construed to confer 
upon any Person (other 
than the parties hereto, 
their respective successors 
and assigns permitted 
hereby, 
Participants to the 
extent provided in 
paragraph (d) of this 
Section 
and, to the 
extent expressly contemplated 
hereby, the Related Parties of 
each of the 
Administrative 
Agent and 
the Lenders) 
any legal 
or equitable 
right, remedy 
or claim 
under or 
by reason 
of this 
Agreement. 
 
(b) 
Assignments by 
Lenders. 

Any Lender 
may at 
any time 
assign to 
one or 
more assignees 
all or a portion of its rights and obligations 
under this Agreement (including all or a portion of 
its 
Commitments and 
the Loans at 
the time 
owing to it); 
provided
 
that (in 
each case with 
respect to 
any Facility) any such assignment shall be subject to the following conditions: 
 
(i) 
Minimum Amounts. 

(A) in the 
case of 
an assignment 
of the 
entire remaining 
amount of the 
assigning Lender’s Commitments 
and the Loans 
at the time 
owing to it (in 
each case 
with respect 
to any 
Facility) or 
in the 
case of 
an assignment 
to a 
Lender or 
an 
Affiliate of a Lender, no minimum amount need be assigned; and 
 
(B) 
in 
any 
case 
not 
described 
in 
paragraph (b)(i)(A) 
of 
this 
Section, 
the 
aggregate 
amount 
of 
the 
relevant 
Commitment 
(which 
for 
this 
purpose 
includes 
Loans 
outstanding thereunder) 
or, if the 
applicable Commitment 
is not 
then in 
effect, the principal 
outstanding balance of the Loans of the assigning Lender subject to each such 
assignment 
(determined as 
of the 
date the 
Assignment and 
Assumption with 
respect to 
such assignment 
is delivered to 
the Administrative Agent 
or, if 
“Trade Date” 
is specified in 
the Assignment 
and Assumption, as of 
the Trade Date) shall not 
be less than 
$5,000,000, unless each of 
the 
Administrative Agent and, so long as 
no Event of Default has occurred 
and is continuing, 
the Borrower 
otherwise consents 
(each such 
consent not 
to be 
unreasonably withheld 
or 
delayed). 
 
(ii) 
Proportionate 
Amounts. 

Each 
partial 
assignment 
shall 
be 
made 
as 
an 
assignment of 
a proportionate 
part of 
all the 
assigning Lender’s 
rights and 
obligations under 
this Agreement with respect to the Loan or the Commitment assigned. 
 
(iii) 
Required Consents. 

No consent 
shall be 
required for 
any assignment 
except 
to the extent required by paragraph (b)(i)(B) of this Section and, in addition: 
 
(A) 
the consent 
of the 
Borrower (such 
consent not 
to be 
unreasonably 
withheld or delayed) shall be required 
unless (x) an Event of Default 
has occurred 
and 
is 
continuing 
at 
the 
time 
of 
such 
assignment, 
or 
(y) 
such 
assignment 
is 
to 
a 
Lender or an Affiliate 
of a Lender; 
provided
 
that the Borrower shall be 
deemed to 






-110-
have 
consented 
to 
any 
such 
assignment 
unless 
it 
shall 
object 
thereto 
by 
written 
notice 
to 
the 
Administrative 
Agent 
within 
ten (10) 
Business 
Days 
after 
having 
received notice thereof; 
 
(B) 
the 
consent 
of 
the 
Administrative 
Agent 
(such 
consent 
not 
to 
be 
unreasonably withheld 
or delayed) 
shall be 
required for 
assignments in 
respect of 
(i) the Revolving Facility 
if such assignment 
is to a 
Person that is not 
a Lender with 
a Commitment in respect of 
the Revolving Facility or an 
Affiliate of such Lender, 
or (ii) any Incremental Term 
Loans to a Person who is not a Lender or an Affiliate 
of a Lender; and 
 
(C) 
the 
consent 
of 
each 
L/C 
Issuer 
and 
Swingline 
Lender 
shall 
be 
required for any assignment in respect of the Revolving Facility. 
 
(iv) 
Assignment and Assumption. 

The parties to each assignment 
shall execute 
and deliver 
to the 
Administrative Agent 
an Assignment 
and Assumption, 
together with 
a 
processing and recordation fee of $3,500; 
provided 
that the Administrative Agent may, 
in 
its sole 
discretion, elect 
to waive 
such processing 
and recordation 
fee in 
the case 
of any 
assignment
. 
 
The assignee, if 
it is not 
a Lender, 
shall deliver to 
the Administrative Agent 
an Administrative Questionnaire. 
 
(v) 
No Assignment 
to Certain 
Persons. 

No such 
assignment shall 
be made 
to 
(A) the Borrower or any other Loan Party 
or any Loan Party’s Affiliates or Subsidiaries or 
(B) to any Defaulting 
Lender or any 
of its Subsidiaries, 
or any Person 
who, upon becoming 
a 
Lender 
hereunder, 
would 
constitute 
any 
of 
the 
foregoing 
Persons 
described 
in 
this 
clause (B). 
 
(vi) 
No Assignment to Natural Persons. 

No such assignment shall be made to 
a 
natural 
Person 
(or 
a 
holding 
company, 
investment 
vehicle 
or 
trust 
for 
or 
owned 
and 
operated 
for 
the 
primary 
benefit 
of 
a 
natural 
person) 
(herein 
any 
of 
the 
foregoing 
is 
a 
“natural Person”). 
 
(vii) 
Certain Additional Payments. 

In connection with any assignment of rights 
and obligations of any Defaulting Lender 
hereunder, no such assignment shall be effective 
unless and 
until, in 
addition to 
the other 
conditions thereto 
set forth 
herein, the 
parties to 
the 
assignment 
shall 
make 
such 
additional 
payments 
to 
the 
Administrative 
Agent 
in 
an 
aggregate 
amount 
sufficient, 
upon 
distribution 
thereof 
as 
appropriate 
(which 
may 
be 
outright payment, purchases by the 
assignee of participations or subparticipations, 
or other 
compensating 
actions, 
including 
funding, 
with 
the 
consent 
of 
the 
Borrower 
and 
the 
Administrative Agent, the applicable pro rata share of 
Loans previously requested but not 
funded by 
the Defaulting 
Lender, 
to each 
of which 
the applicable 
assignee and 
assignor 
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed 
by 
such 
Defaulting 
Lender 
to 
the 
Administrative 
Agent, 
each 
L/C 
Issuer, 
the 
Swingline 
Lender 
and 
each 
other 
Lender 
hereunder 
(and 
interest 
accrued 
thereon), 
and 
(y) acquire 
(and fund as appropriate) its full pro rata share of 
all Loans and participations in Letters of 
Credit 
and 
Swingline 
Loans 
in 
accordance 
with 
its 
Percentage. 
Notwithstanding 
the 






-111-
foregoing, 
in 
the 
event 
that 
any 
assignment 
of 
rights 
and 
obligations 
of 
any 
Defaulting 
Lender 
hereunder 
shall 
become 
effective 
under applicable 
law 
without 
compliance 
with 
the provisions of this paragraph, then the assignee of such interest shall be deemed to be a 
Defaulting Lender for all purposes of this Agreement until such compliance occurs. 
Subject to acceptance 
and recording thereof 
by the 
Administrative Agent 
pursuant to 
paragraph (c) 
of this 
Section, from 
and after 
the effective 
date specified 
in each 
Assignment and 
Assumption, 
the assignee 
thereunder shall be 
a party 
to this Agreement 
and, to 
the extent 
of the interest 
assigned 
by 
such 
Assignment 
and 
Assumption, 
have 
the 
rights 
and 
obligations 
of 
a 
Lender 
under 
this 
Agreement, 
and 
the 
assigning 
Lender 
thereunder 
shall, 
to 
the 
extent 
of the 
interest 
assigned 
by 
such Assignment and Assumption, be released from its obligations under this Agreement 
(and, in 
the 
case 
of 
an 
Assignment 
and 
Assumption 
covering 
all 
of 
the 
assigning 
Lender’s 
rights 
and 
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue 
to 
be 
entitled 
to 
the 
benefits 
of 
Sections 13.4 
and 
13.6 
with 
respect 
to 
facts 
and 
circumstances 
occurring 
prior 
to 
the 
effective 
date 
of 
such 
assignment; 
provided 
that 
except 
to 
the 
extent 
otherwise 
expressly 
agreed 
by 
the 
affected 
parties, 
no 
assignment 
by 
a 
Defaulting 
Lender 
will 
constitute a 
waiver or 
release of 
any claim 
of any 
party hereunder 
arising from 
that Lender’s 
having 
been a Defaulting Lender. 
Any assignment or transfer by 
a Lender of rights or obligations 
under 
this 
Agreement 
that 
does 
not 
comply 
with 
this 
paragraph 
shall 
be 
treated 
for 
purposes 
of 
this 
Agreement as a sale by 
such Lender of a participation 
in such rights and obligations 
in accordance 
with paragraph (d) of this Section. 
 
(c) 
Register. 

The Administrative Agent, acting solely for this purpose as an agent of the 
Borrower, shall 
maintain at one 
of its offices 
in Chicago, Illinois
a copy of 
each Assignment and 
Assumption 
delivered 
to it 
and a 
register 
for 
the recordation 
of 
the names 
and addresses 
of the 
Lenders, and the Commitments of, and principal amounts 
(and stated interest) of the Loans owing 
to, each Lender pursuant 
to the terms 
hereof from time to 
time (the 
“Register”
). 
The entries in the 
Register shall 
be conclusive 
absent manifest 
error, 
and the 
Borrower, 
the Administrative 
Agent 
and the 
Lenders shall 
treat each 
Person whose 
name 
is recorded 
in the 
Register pursuant 
to the 
terms 
hereof 
as 
a 
Lender 
hereunder 
for 
all 
purposes 
of 
this 
Agreement. 
The 
Register 
shall 
be 
available for inspection by the Borrower and any Lender, at any reasonable time and from time to 
time upon reasonable prior notice. 
 
(d) 
Participations. 

Any Lender may at any 
time, without the consent of, 
or notice to, the 
Borrower 
or 
the 
Administrative 
Agent, 
sell 
participations 
to 
any 
Person 
(other 
than 
a 
natural 
Person or the Borrower 
or any other Loan 
Party or any Loan 
Party’s 
Affiliates or Subsidiaries 
or 
any other Person prohibited under 
Section 13.2 (b)(v) (each, 
a 
“Participant”
) in all or a 
portion of 
such 
Lender’s 
rights 
and/or 
obligations 
under 
this 
Agreement 
(including 
all 
or 
a 
portion 
of 
its 
Commitments and/or the 
Loans owing to 
it);
 
provided
 
that (i) such Lender’s obligations 
under this 
Agreement shall 
remain unchanged, 
(ii) such Lender 
shall remain 
solely responsible to 
the other 
parties hereto for the 
performance of such obligations, 
and (iii) the Borrower, 
the Administrative 
Agent, the L/C Issuers and Lenders shall 
continue to deal solely and directly with 
such Lender in 
connection with such Lender’s rights and obligations under this Agreement. 
For the avoidance of 
doubt, each Lender shall 
be responsible for 
the indemnity under Section 10.8 
with respect to 
any 
payments made by such Lender to its Participant(s). 






-112-
Any agreement 
or instrument 
pursuant to 
which a 
Lender sells 
such a 
participation shall 
provide that such Lender shall 
retain the sole right to 
enforce this Agreement and 
to approve any 
amendment, 
modification 
or 
waiver 
of 
any 
provision 
of 
this 
Agreement; 
provided 
that 
such 
agreement 
or 
instrument 
may 
provide 
that 
such 
Lender 
will 
not, 
without 
the 
consent 
of 
the 
Participant, 
agree 
to 
any 
amendment, 
modification 
or 
waiver 
described 
in 
Section 13.3 
that 
expressly relate to amendments requiring the unanimous consent 
of the Lenders in the Revolving 
Facility in which such Participant participates. 
The Borrower agrees that each 
Participant shall be 
entitled to 
the benefits 
of Sections 4.1, 
4.4, and 
4.5 (subject 
to the 
requirements and 
limitations 
therein, 
including 
the 
requirements 
under 
Section 4.1(g) 
(it 
being 
understood 
that 
the 
documentation required under Section 4.1(g) 
shall be delivered to 
the participating Lender)) to 
the 
same 
extent 
as 
if 
it 
were 
a 
Lender 
and 
had 
acquired 
its 
interest 
by 
assignment 
pursuant 
to 
paragraph (b) 
of 
this 
Section; 
provided 
that 
such 
Participant 
(A) 
agrees 
to 
be 
subject 
to 
the 
provisions of 
Sections 2.12 and 
4.7 as if 
it were 
an assignee 
under paragraph (b) 
of this Section; 
and (B) shall not be 
entitled to receive any 
greater payment under Sections 4.1
or 4.4, with respect 
to any 
participation, than 
its participating 
Lender would 
have been 
entitled to 
receive, except 
to 
the extent such entitlement to receive a greater payment results from a Change in Law that occurs 
after the 
Participant acquired 
the applicable 
participation. 
Each Lender 
that sells 
a participation 
agrees, 
at 
the 
Borrower’s 
request 
and 
expense, 
to 
use 
reasonable 
efforts 
to 
cooperate 
with 
the 
Borrower to 
effectuate the provisions 
of Section 2.12 
with respect 
to any 
Participant. 
To the extent 
permitted by 
law, 
each Participant 
also shall 
be entitled 
to the 
benefits of 
Section 13.6 (Right 
of 
Setoff) 
as 
though 
it 
were 
a 
Lender; 
provided 
that 
such 
Participant 
agrees 
to 
be 
subject 
to 
Section 13.7 (Sharing of 
Payments by Lenders) as 
though it were 
a Lender. 
Each Lender that sells 
a participation shall, acting solely for 
this purpose as an agent 
of the Borrower, maintain a register 
on which it enters the name and address of each Participant and the principal amounts (and stated 
interest) of each Participant’s interest in 
the Loans or other 
obligations under the Loan 
Documents 
(the 
“Participant Register”
); 
provided
 
that no Lender shall 
have any obligation to 
disclose all or 
any portion of 
the Participant Register 
(including the identity 
of any Participant 
or any information 
relating 
to 
a 
Participant’s 
interest 
in 
any 
commitments, 
loans, 
letters 
of 
credit 
or 
its 
other 
obligations under any 
Loan Document) to 
any Person except 
to the extent 
that such disclosure 
is 
necessary 
to 
establish 
that 
such 
commitment, 
loan, 
letter 
of 
credit 
or 
other 
obligation 
is 
in 
registered form under Section 5f.103-1(c) of the United States Treasury 
Regulations. 
The entries 
in the 
Participant Register 
shall be 
conclusive absent 
manifest error, 
and such 
Lender shall 
treat 
each Person whose name is recorded in the Participant Register as 
the owner of such participation 
for all purposes of this Agreement 
notwithstanding any notice to the contrary. 
For the avoidance 
of 
doubt, 
the 
Administrative 
Agent 
(in 
its 
capacity 
as 
Administrative 
Agent) 
shall 
have 
no 
responsibility for maintaining a Participant Register. 
 
(e) 
Certain Pledges. 

Any Lender may at any time pledge or assign a security interest in 
all or any 
portion of its 
rights under this 
Agreement to 
secure obligations 
of such 
Lender, including 
any pledge or assignment to 
secure obligations to a Federal 
Reserve Bank; 
provided 
that no such 
pledge or assignment shall release such Lender from any of its obligations hereunder 
or substitute 
any such pledgee or assignee for such Lender as a party hereto. 

Section 13.3. 
Amendments. 
 
Any provision of 
this Agreement or 
the other Loan 
Documents 
may be amended 
or waived if, 
but only if, 
such amendment or 
waiver is in 
writing and is 
signed 
by (a) the Borrower, (b) the Required Lenders (or 
the Administrative Agent acting at the 
direction 






-113-
of 
the 
Required 
Lenders) 
(except 
as 
otherwise 
stated 
below 
to 
require 
only 
the 
consent 
of 
the 
Lenders 
affected 
thereby), 
and 
(c) if 
the 
rights 
or 
duties 
of 
the 
Administrative 
Agent, 
the 
L/C Issuer, or the 
Swingline Lender 
are affected 
thereby, the Administrative 
Agent, the 
L/C Issuer, 
or the Swingline Lender, as applicable; 
provided
 
that:
 
(i) 
no 
amendment 
or 
waiver 
pursuant 
to 
this 
Section 13.3 
shall 
(A) increase 
any 
Commitment 
of 
any 
Lender 
without 
the 
consent 
of 
such 
Lender 
or 
(B) reduce 
the 
amount of or 
postpone the date 
for any scheduled 
payment of any 
principal of or 
interest 
on any Loan or of any 
Reimbursement Obligation or of any 
fee payable hereunder without 
the consent of 
the Lender to 
which such 
payment is owing 
or which has 
committed to 
make 
such Loan 
or Letter 
of Credit 
(or participate 
therein) hereunder; 
provided, 
however,
 
that 
only the 
consent of 
the Required 
Lenders shall 
be necessary 
(i) to amend 
the default 
rate 
provided in Section 2.9 
or to waive 
any obligation of the 
Borrower to pay interest 
or fees 
at the default rate as set forth therein or (ii) to amend any financial covenant hereunder 
(or 
any defined 
term used 
therein) even 
if the 
effect of 
such amendment 
would be 
to reduce 
the rate of interest or any fee payable hereunder; 
 
(ii) 
no amendment or 
waiver pursuant to 
this Section 13.3 shall, 
unless signed 
by each Lender, 
change the definition 
of Required Lenders, 
change the provisions 
of this 
Section 
13.3, 
change 
Section 13.7 
in 
a 
manner 
that 
would 
affect 
the 
ratable 
sharing 
of 
setoffs 
required thereby, 
change the 
application of 
payments contained 
in Section 3.1 
or 
9.5, release 
any material 
Guarantor or 
all or 
substantially all 
of the 
Collateral (except 
as 
otherwise provided for in the Loan 
Documents), or affect the number 
of Lenders required 
to take any action hereunder or under any other Loan Document; 

 
(iii) 
no amendment or 
waiver pursuant to 
this Section 13.3 
shall, unless signed 
by each Lender affected thereby, extend the Revolving 
Credit Termination Date, or extend 
the stated expiration date 
of any Letter of 
Credit beyond the Revolving 
Credit Termination 
Date; and 
 
(iv) 
no 
amendment 
to 
Section 11 
shall 
be 
made 
without 
the 
consent 
of 
the 
Guarantor(s) affected thereby. 
Notwithstanding anything to the contrary herein, (1) no Defaulting Lender shall have 
any right to 
approve or disapprove any 
amendment, waiver or consent 
hereunder (and any amendment, 
waiver 
or consent which by its 
terms requires the consent of 
all Lenders or each affected 
Lender may be 
effected with the consent of 
the applicable Lenders other than 
Defaulting Lenders), except that 
(x) 
the Commitment of any Defaulting Lender may not be increased 
or extended without the consent 
of such 
Lender and 
(y) any 
waiver, amendment or 
modification requiring 
the consent 
of all 
Lenders 
or each affected Lender that by its terms affects any Defaulting Lender more adversely than other 
affected 
Lenders 
shall 
require 
the 
consent 
of 
such 
Defaulting 
Lender, 
(2) if 
the 
Administrative 
Agent 
and 
the 
Borrower 
have 
jointly 
identified 
an 
obvious 
error 
or 
any 
error 
or 
omission 
of 
a 
technical nature, 
in each 
case, in 
any provision 
of the 
Loan Documents, 
then the 
Administrative 
Agent 
and 
the 
Borrower 
shall 
be 
permitted 
to 
amend 
such 
provision, 
(3) 
guarantees, 
collateral 
security documents 
and related 
documents executed 
by the 
Borrower or 
any other 
Loan Party 
in 
connection with 
this Agreement 
may be 
in a 
form reasonably 
determined by 
the Administrative 






-114-
Agent and 
may be 
amended, supplemented 
or waived 
without the 
consent of 
any Lender 
if such 
amendment, supplement or waiver is 
delivered in order to (x) comply 
with local law or advice of 
local 
counsel, 
(y) cure 
ambiguities, 
omissions, 
mistakes 
or 
defects 
or 
(z) cause 
such 
guarantee, 
collateral security document or other 
document to be consistent with 
this Agreement and the other 
Loan 
Documents, 
(4) the 
Borrower 
and 
the 
Administrative 
Agent 
may, 
without 
the 
input 
or 
consent of any other Lender, effect amendments 
to this Agreement and 
the other Loan Documents 
as may 
be necessary 
in the 
reasonable opinion 
of the 
Borrower and 
the Administrative 
Agent to 
effect 
the 
provisions 
of 
Section 2.15, 
and 
(5) this 
Section 
13.3 
shall 
be 
subject 
to 
the 
terms 
of 
Section 4.3(c) in all respects. 

Section 13.4. 
Costs and Expenses; Indemnification
. 

 
(a) 
Costs 
and 
Expenses. 

The 
Borrower 
shall 
pay 
(i) all 
reasonable 
and 
documented 
out-of-pocket 
expenses 
incurred 
by 
the 
Administrative 
Agent 
and 
its 
Affiliates 
(including 
the 
reasonable fees, 
charges and 
disbursements of 
outside counsel 
for the 
Administrative Agent), 
in 
connection 
with 
the 
syndication 
of 
the 
Revolving 
Facility 
of 
any 
Incremental 
Term 
Loan, 
the 
preparation, negotiation, 
execution, delivery 
and administration 
of this 
Agreement and 
the other 
Loan Documents, or 
any amendments, 
modifications or 
waivers of 
the provisions 
hereof or 
thereof 
(whether or 
not the 
transactions contemplated 
hereby or 
thereby shall 
be consummated), 
including, 
without 
limitation, 
such 
documented 
fees 
and 
expenses 
incurred 
in 
connection 
with 
(x) the 
creation, 
perfection 
or 
protection 
of 
the 
Liens 
under 
the 
Loan 
Documents 
(including 
all 
title 
insurance 
fees 
and 
all 
search, 
filing 
and 
recording 
fees) 
and 
(y) environmental 
assessments, 
insurance 
reviews, 
collateral 
audits 
and 
valuations, 
and 
field 
exams 
as 
provided 
herein, 
(ii) all 
documented reasonable out-of-pocket expenses incurred by any L/C Issuer in connection 
with the 
issuance, amendment, 
renewal or 
extension of 
any Letter 
of Credit 
or any 
demand for 
payment 
thereunder, and (iii) all documented 
out-of-pocket expenses 
incurred by the 
Administrative Agent, 
any Lender 
or any 
L/C Issuer 
(including the 
fees, charges 
and disbursements 
of any 
outside counsel 
for 
the 
Administrative 
Agent, 
any 
Lender 
or 
any 
L/C 
Issuer), 
and 
shall 
pay 
all 
fees 
and 
time 
charges for attorneys who may be employees of the Administrative Agent, 
any Lender or any L/C 
Issuer, 
in connection 
with the 
enforcement or 
protection of 
its rights 
(A) in connection 
with this 
Agreement 
and 
the 
other 
Loan 
Documents, 
including 
its 
rights 
under 
this 
Section, 
or 
(B) in 
connection 
with 
the 
Loans 
made 
or 
Letters 
of 
Credit 
issued 
hereunder, 
including 
all 
such 
documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in 
respect 
of 
such 
Loans 
or 
Letters 
of 
Credit 
(including 
all 
such 
costs 
and 
expenses 
incurred 
in 
connection with any proceeding 
under the United 
States Bankruptcy Code involving 
the Borrower 
or any other Loan Party as a debtor thereunder). 
 
(b) 
Indemnification 
by 
the 
Loan 
Parties. 

Each 
Loan 
Party 
shall 
indemnify 
the 
Administrative 
Agent 
(and 
any 
sub-agent 
thereof), 
each 
Lender 
and 
each 
L/C 
Issuer, 
and 
each 
Related Party 
of any 
of the 
foregoing Persons 
(each such 
Person being 
called an 
“Indemnitee”
) 
against, and hold 
each Indemnitee harmless 
from, any and 
all losses, claims, 
damages, liabilities 
and related expenses 
(including the fees, 
charges and disbursements 
of any outside 
counsel for any 
Indemnitee), 
incurred 
by 
any 
Indemnitee 
or 
asserted 
against 
any 
Indemnitee 
by 
any 
Person 
(including any third 
party or the 
Borrower or any 
other Loan Party) 
arising out of, 
in connection 
with, or 
as a result 
of (i) the 
execution or 
delivery of 
this Agreement, 
any other 
Loan Document 
or any 
agreement or 
instrument contemplated 
hereby or 
thereby, 
the performance 
by the 
parties 






-115-
hereto 
of 
their 
respective 
obligations 
hereunder 
or 
thereunder 
or 
the 
consummation 
of 
the 
transactions 
contemplated 
hereby 
or 
thereby, 
or, 
in 
the 
case 
of 
Administrative 
Agent 
(and 
any 
sub-agent 
thereof), 
any 
Swingline 
Lender 
and 
L/C 
Issuer, 
and 
their 
Related 
Parties, 
the 
administration and 
enforcement of 
this Agreement 
and the 
other Loan 
Documents (including 
all 
such 
costs 
and 
expenses 
incurred 
in 
connection 
with 
any 
proceeding 
under 
the 
United 
States 
Bankruptcy Code involving the Borrower 
or any other Loan Party 
as a debtor thereunder), (ii) any 
Loan or 
Letter of 
Credit or 
the use 
or proposed 
use of 
the proceeds 
therefrom (including 
any refusal 
by 
any 
L/C 
Issuer 
to 
honor 
a 
demand 
for 
payment 
under 
a 
Letter 
of 
Credit 
if 
the 
documents 
presented in connection with such demand do not strictly comply with the terms of such Letter of 
Credit), (iii) any 
Environmental Claim 
or Environmental 
Liability, 
including with 
respect to 
the 
actual 
or 
alleged 
presence 
or 
Release 
of 
Hazardous 
Materials, 
wastes, 
or 
products, 
including 
manure, at, 
on or 
from any 
property owned 
or operated 
by any 
Loan Party 
or any 
of its 
Subsidiaries 
or 
at 
any 
off-site 
location, 
related 
in 
any 
way 
to 
any 
Loan 
Party 
or 
any 
of 
its 
Subsidiaries, 
or 
(iv) any actual 
or prospective 
claim, litigation, 
investigation or 
proceeding relating 
to any 
of the 
foregoing, whether based on contract, tort or any 
other theory, whether brought by a third party or 
by 
the 
Borrower 
or 
any 
other 
Loan 
Party, 
and 
regardless 
of 
whether 
any 
Indemnitee 
is 
a 
party 
thereto (including, 
without limitation, 
any settlement 
arrangement arising 
from or 
relating to 
the 
foregoing); 
provided 
that such indemnity shall 
not, as to 
any Indemnitee, be available 
to the extent 
that such losses, 
claims, damages, liabilities 
or related 
expenses (x) are determined 
by a court 
of 
competent 
jurisdiction 
by 
final 
and 
nonappealable 
judgment 
to 
have 
resulted 
from 
the 
gross 
negligence 
or 
willful 
misconduct 
of 
such 
Indemnitee 
or 
(y) result 
from 
a 
claim 
brought 
by 
the 
Borrower 
or 
any 
other 
Loan 
Party 
against 
an 
Indemnitee 
for 
breach 
in 
bad 
faith 
of 
such 
Indemnitee’s 
obligations hereunder 
or under 
any other 
Loan Document, 
if the 
Borrower or 
such 
Loan 
Party 
has 
obtained 
a 
final 
and 
nonappealable 
judgment 
in 
its 
favor 
on 
such 
claim 
as 
determined by a court 
of competent jurisdiction. 
This subsection (b) shall not 
apply with respect 
to Taxes other 
than any 
Taxes that represent 
losses, claims, 
damages, etc. 
arising from 
any non-Tax 
claim. 
 
(c) 
Reimbursement by Lenders. 

To the extent that (i) the Loan Parties 
for any reason fail 
to indefeasibly pay 
any amount required 
under subsection (a) 
or (b) of 
this Section to be 
paid by 
any of them 
to the Administrative 
Agent (or any 
sub-agent thereof), any 
L/C Issuer, any Swingline 
Lender or any Related 
Party or (ii) any liabilities, 
losses, damages, penalties, actions, 
judgments, 
suits, costs, expenses or disbursements of any kind or nature 
whatsoever are imposed on, incurred 
by, 
or asserted against, Administrative 
Agent, the L/C Issuer, 
any Swingline Lender or 
a Related 
Party in any way relating to 
or arising out of this Agreement 
or any other Loan Document or 
any 
action taken or 
omitted to be 
taken by Administrative 
Agent, the L/C 
Issuer, any Swingline Lender 
or a Related Party in connection 
therewith, then, in each case, each Lender 
severally agrees to pay 
to the 
Administrative Agent (or 
any such sub-agent), 
such L/C Issuer, 
such Swingline Lender 
or 
such Related 
Party, 
as the 
case may 
be, such 
Lender’s pro 
rata share 
(determined as 
of the 
time 
that the applicable unreimbursed expense or indemnity payment is sought 
based on each Lender’s 
share of 
the Total Credit Exposure 
at such 
time) of 
such unpaid 
amount (including 
any such 
unpaid 
amount in respect of 
a claim asserted by 
such Lender); 
provided
 
that with respect to 
such unpaid 
amounts 
owed 
to 
any 
L/C 
Issuer 
or 
Swingline 
Lender 
solely 
in 
its 
capacity 
as 
such, 
only 
the 
Lenders 
party 
to 
the 
Revolving 
Facility 
shall 
be 
required 
to 
pay 
such 
unpaid 
amounts, 
such 
payment to be made 
severally among them based on 
such Lenders’ pro rata 
share (determined as 
of 
the time 
that 
the applicable 
unreimbursed expense 
or indemnity 
payment is 
sought based 
on 






-116-
each such Lender’s 
share of the 
Revolving Credit Exposure 
at such time); 
and 
provided, further,
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as 
the 
case 
may 
be, 
was 
incurred 
by 
or 
asserted 
against 
the 
Administrative 
Agent 
(or 
any 
such 
sub-agent), such 
L/C Issuer 
or such 
Swingline Lender 
in its 
capacity as 
such, or 
against any 
Related 
Party of 
any of 
the foregoing 
acting for 
the Administrative 
Agent (or 
any such 
sub-agent), such 
L/C Issuer or any 
such Swingline Lender in 
connection with such capacity. 
The obligations of the 
Lenders under this subsection (c) are subject to the provisions of Section 13.15. 
 
(d) 
Waiver of Consequential Damages, Etc. 

To the fullest extent permitted 
by applicable 
law, 
the Loan 
Parties shall 
not assert, 
and hereby 
waives, any 
claim against 
any Indemnitee, 
on 
any theory 
of liability, for 
special, indirect, 
consequential or 
punitive damages 
(as opposed 
to direct 
or actual damages) arising 
out of, in connection 
with, or as a 
result of, this Agreement, 
any other 
Loan 
Document 
or 
any 
agreement 
or 
instrument 
contemplated 
hereby, 
the 
transactions 
contemplated hereby or thereby, 
any Loan or Letter 
of Credit, or the 
use of the proceeds 
thereof. 

No Indemnitee referred to in 
subsection (b) above shall be liable for 
any damages arising from the 
use 
by 
unintended 
recipients 
of 
any 
information 
or 
other 
materials 
distributed 
by 
it 
through 
telecommunications, electronic or other information transmission systems in connection with this 
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 
 
(e) 
Payments. 

All amounts due 
under this Section 
shall be payable 
not later than 
30 days 
after demand therefor. 
 
(f) 
Survival. 

Each party’s obligations under this Section shall survive the 
termination of 
the Loan Documents and payment of the obligations hereunder. 
Section 13.5. 
No 
Waiver, 
Cumulative 
Remedies.
 
No 
delay 
or 
failure 
on 
the 
part 
of 
the 
Administrative Agent, the L/C Issuer, or any Lender, or on the part of 
the holder or holders of any 
of the Obligations, 
in the exercise 
of any power 
or right under 
any Loan Document 
shall operate 
as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of 
any power or 
right preclude any 
other or further 
exercise thereof or 
the exercise of 
any other power 
or 
right. 
The 
rights 
and 
remedies 
hereunder 
of 
the 
Administrative 
Agent, 
the 
L/C Issuer, 
the 
Lenders, and 
of the 
holder or 
holders of 
any of 
the Obligations are 
cumulative to, 
and not 
exclusive 
of, any rights or remedies which any of them would otherwise have.
 
Section 13.6. 
Right of Setoff.
 
In addition to 
any rights now 
or hereafter granted 
under the 
Loan Documents or applicable law and not by way of limitation of any such rights, if an Event of 
Default shall 
have occurred 
and be 
continuing, each 
Lender, 
each 
L/C Issuer, 
and each 
of their 
respective Affiliates 
is hereby 
authorized at 
any time 
and from 
time to 
time, to 
the fullest 
extent 
permitted by applicable 
law, 
to set off 
and apply any 
and all deposits 
(general or special, 
time or 
demand, 
provisional 
or 
final, 
in 
whatever 
currency) 
at 
any 
time 
held, 
and 
other 
obligations 
(in 
whatever currency) at 
any time owing, 
by such Lender, 
such L/C Issuer 
or any such 
Affiliate, to 
or for the credit or the account of the 
Borrower or any other Loan Party against any and 
all of the 
obligations of the Borrower or such Loan Party 
now or hereafter existing under this Agreement 
or 
any 
other 
Loan 
Document 
to 
such 
Lender 
or 
such 
L/C 
Issuer 
or 
their 
respective 
Affiliates, 
irrespective of 
whether or 
not such 
Lender, 
L/C Issuer 
or Affiliate 
shall have 
made any 
demand 
under this Agreement or 
any other Loan Document 
and although such obligations 
of the Borrower 






-117-
or such Loan Party may be contingent or unmatured or are owed 
to a branch, office or Affiliate of 
such Lender or such L/C Issuer different from the branch, office 
or Affiliate holding such deposit 
or 
obligated 
on 
such 
indebtedness; 
provided 
that 
in 
the 
event 
that 
any 
Defaulting 
Lender 
shall 
exercise any such 
right of setoff, 
(x) all amounts so 
set off 
shall be paid 
over immediately to 
the 
Administrative 
Agent 
for 
further 
application 
in 
accordance 
with 
the 
provisions 
of 
Section 2.13 
and, pending 
such payment, 
shall be 
segregated by 
such Defaulting 
Lender from 
its other 
funds 
and 
deemed 
held 
in 
trust 
for 
the 
benefit 
of 
the 
Administrative 
Agent, 
the 
L/C 
Issuers, 
and 
the 
Lenders, 
and 
(y) the 
Defaulting 
Lender 
shall 
provide 
promptly 
to 
the 
Administrative 
Agent 
a 
statement describing 
in reasonable 
detail the 
Obligations owing 
to such 
Defaulting Lender 
as to 
which 
it 
exercised 
such 
right 
of 
setoff. 
The 
rights 
of 
each 
Lender, 
each 
L/C 
Issuer 
and 
their 
respective Affiliates under 
this Section 
are in 
addition to 
other rights 
and remedies 
(including other 
rights of 
setoff) that 
such Lender, 
such L/C 
Issuer or 
their respective 
Affiliates may 
have. 
Each 
Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly 
after 
any such 
setoff and 
application; 
provided 
that the 
failure to 
give such 
notice shall 
not affect 
the 
validity of such setoff and application. 
Section 13.7. 
Sharing of Payments 
by Lenders.
 
If any Lender 
shall, by exercising 
any right 
of setoff or counterclaim or otherwise, obtain payment in respect of any principal of 
or interest on 
any of 
its Loans 
or other 
obligations hereunder 
resulting in 
such Lender 
receiving payment 
of a 
proportion 
of 
the 
aggregate 
amount 
of 
its 
Loans 
and 
accrued 
interest 
thereon 
or 
other 
such 
obligations 
greater 
than its 
pro 
rata share 
thereof 
as 
provided 
herein, 
then the 
Lender 
receiving 
such 
greater 
proportion 
shall 
(a) notify 
the 
Administrative 
Agent 
of 
such fact, 
and 
(b) purchase 
(for cash at face 
value) participations in the 
Loans and such other 
obligations of the other 
Lenders, 
or make such other adjustments as 
shall be equitable, so that 
the benefit of all such payments 
shall 
be 
shared 
by 
the 
Lenders 
ratably 
in 
accordance 
with 
the 
aggregate 
amount 
of 
principal 
of 
and 
accrued interest on their respective Loans and other amounts owing them; 
provided 
that:
 
(a) 
if 
any 
such 
participations 
are 
purchased 
and 
all 
or 
any 
portion 
of 
the 
payment 
giving 
rise 
thereto 
is 
recovered, 
such 
participations 
shall 
be 
rescinded 
and 
the 
purchase price restored to the extent of such recovery, without interest; and 
 
(b) 
the 
provisions 
of 
this 
Section 
shall 
not 
be 
construed 
to 
apply 
to 
(x) any 
payment made 
by the 
Borrower pursuant 
to and 
in accordance 
with the 
express terms 
of 
this 
Agreement 
(including 
the 
application 
of 
funds 
arising 
from 
the 
existence 
of 
a 
Defaulting 
Lender), 
or 
(y) any 
payment 
obtained 
by 
a 
Lender 
as 
consideration 
for 
the 
assignment 
of 
or 
sale 
of 
a 
participation 
in 
any 
of 
its 
Loans 
or 
participations 
in 
L/C 
Obligations to any assignee or participant, other than 
to any Loan Party or any Subsidiary 
thereof (as to which the provisions of this Section shall apply). 
Each Loan Party consents to the foregoing and agrees, to 
the extent it may effectively do so under 
applicable law, 
that any Lender 
acquiring a participation 
pursuant to the 
foregoing arrangements 
may 
exercise 
against 
each 
Loan 
Party 
rights 
of 
setoff 
and 
counterclaim 
with 
respect 
to 
such 
participation as fully as if such Lender were 
a direct creditor of each Loan Party in the 
amount of 
such participation. 






-118-
Section 13.8. 
Survival of Representations.
 
All representations and warranties made herein 
or in any other Loan Document or in certificates 
given pursuant hereto or thereto shall survive the 
execution and 
delivery of 
this Agreement 
and the 
other Loan 
Documents, and 
shall continue 
in 
full force and effect with respect to the date as 
of which they were made as long as 
any credit is in 
use or available hereunder.
Section 13.9.
Survival 
of 
Indemnities.
 
All 
indemnities 
and 
other 
provisions 
relative 
to 
reimbursement 
to 
the 
Lenders 
and 
L/C Issuer 
of 
amounts 
sufficient 
to 
protect 
the 
yield 
of 
the 
Lenders and L/C Issuer with respect to the Loans and Letters of 
Credit, including, but not limited 
to, Sections 4.1, 4.4, 
4.5, and 13.4, 
shall survive the 
termination of this 
Agreement and the 
other 
Loan Documents and the payment of the Obligations.
Section 13.10. 
Counterparts; Integration; Effectiveness
. 

 
(a) 
Counterparts; 
Integration; 
Effectiveness.
 
This 
Agreement 
may 
be 
executed 
in 
counterparts 
(and 
by 
different 
parties 
hereto 
in 
different 
counterparts), 
each 
of 
which 
shall 
constitute an original, but all of which 
when taken together shall constitute a 
single contract. 
This 
Agreement and the other Loan 
Documents, and any separate letter 
agreements with respect to fees 
payable to 
the Administrative 
Agent, constitute 
the entire 
contract among 
the parties 
relating to 
the subject matter hereof and supersede any and all previous agreements and understandings, oral 
or written, relating 
to the subject 
matter hereof. 
Except as provided 
in Section 7.2, 
this Agreement 
shall become 
effective when 
it shall 
have been 
executed by 
the Administrative 
Agent and 
when 
the Administrative Agent 
shall have received 
counterparts hereof that, 
when taken together, 
bear 
the signatures 
of each 
of the 
other parties 
hereto. 
Delivery of 
an executed 
counterpart of 
a signature 
page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective 
as delivery of a manually executed counterpart of this Agreement. 

 
(b) 
Electronic Execution of Assignments.
 
The words “execution,” “signed,” “signature,” 
and words of 
like import in 
any Assignment and 
Assumption shall be 
deemed to include 
electronic 
signatures or 
the keeping 
of records 
in electronic 
form, each 
of which 
shall be 
of the 
same legal 
effect, 
validity 
or 
enforceability 
as 
a 
manually 
executed 
signature 
or 
the 
use 
of 
a 
paper-based 
recordkeeping system, as the case may be, to the extent 
and as provided for in any applicable law, 
including 
the 
Federal 
Electronic 
Signatures 
in 
Global 
and 
National 
Commerce 
Act, 
the 
Illinois 
State 
Electronic 
Commerce 
Security Act, 
or 
any 
other 
similar 
state 
laws 
based 
on 
the 
Uniform 
Electronic Transactions Act. 

Section 13.11. 
Headings.
 
Section headings 
used in 
this Agreement 
are for 
reference only 
and shall not affect the construction of this Agreement.
Section 13.12. 
Severability of 
Provisions. 
 
Any provision 
of any 
Loan Document 
which is 
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to 
the extent of such 
unenforceability without invalidating 
the remaining provisions 
hereof or affecting 
the validity or 
enforceability 
of 
such 
provision 
in 
any 
other 
jurisdiction. 
All 
rights, 
remedies 
and 
powers 
provided in 
this Agreement 
and the 
other Loan 
Documents may 
be exercised 
only to 
the extent 
that the exercise 
thereof does not violate 
any applicable mandatory provisions 
of law, 
and all the 
provisions of 
this Agreement 
and other 
Loan Documents 
are intended 
to be 
subject to 
all applicable 






-119-
mandatory provisions 
of law 
which may 
be controlling 
and to 
be limited 
to the 
extent necessary 
so that they will 
not render this Agreement 
or the other Loan 
Documents invalid or unenforceable.
Section 13.13. 
Construction
. 
The parties acknowledge and agree 
that the Loan Documents 
shall not be construed more favorably in 
favor of any party hereto based upon 
which party drafted 
the same, it being acknowledged that all parties hereto contributed substantially to 
the negotiation 
of the 
Loan Documents. 
The provisions 
of this 
Agreement relating 
to Subsidiaries 
shall only 
apply 
during such 
times as 
the Borrower 
has one 
or more 
Subsidiaries. 
N
OTHING CONTAINED 
HEREIN 
SHALL BE DEEMED 
OR CONSTRUED TO 
PERMIT ANY ACT 
OR OMISSION WHICH 
IS PROHIBITED BY 
THE 
TERMS OF 
ANY 
C
OLLATERAL 
D
OCUMENT
,
 
THE COVENANTS 
AND AGREEMENTS 
CONTAINED 
HEREIN 
BEING 
IN 
ADDITION 
TO 
AND 
NOT 
IN 
SUBSTITUTION 
FOR 
THE 
COVENANTS 
AND 
AGREEMENTS 
CONTAINED IN THE 
C
OLLATERAL 
D
OCUMENTS
. 
Section 13.14. 
Excess 
Interest
. 
Notwithstanding 
any 
provision 
to 
the 
contrary 
contained 
herein or in any other 
Loan Document, no such provision 
shall require the payment or permit 
the 
collection of 
any amount 
of interest 
in excess 
of the 
maximum amount 
of interest 
permitted by 
applicable law to be charged for the use or detention, or the forbearance in the collection, of all or 
any portion of the Loans or other obligations outstanding under 
this Agreement or any other Loan 
Document 
(
“Excess 
Interest”
). 
If 
any 
Excess 
Interest 
is 
provided 
for, 
or 
is 
adjudicated 
to 
be 
provided for, 
herein or in any 
other Loan Document, 
then in such event 
(a) the provisions of 
this 
Section shall govern and 
control, (b) neither the Borrower 
nor any guarantor or 
endorser shall be 
obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any 
Lender may 
have received 
hereunder shall, 
at the 
option of 
the Administrative 
Agent, be 
(i) applied 
as a credit 
against the then 
outstanding principal amount 
of Obligations hereunder 
and accrued and 
unpaid 
interest 
thereon 
(not 
to 
exceed 
the 
maximum 
amount 
permitted 
by 
applicable 
law), 
(ii) refunded to 
the Borrower, or 
(iii) any combination 
of the 
foregoing, (d) the 
interest rate 
payable 
hereunder or 
under any 
other Loan 
Document shall 
be automatically 
subject to 
reduction to 
the 
maximum lawful 
contract rate 
allowed under 
applicable usury 
laws (the 
“Maximum Rate”
), and 
this 
Agreement 
and 
the 
other 
Loan 
Documents 
shall 
be 
deemed 
to 
have 
been, 
and 
shall 
be, 
reformed 
and modified 
to reflect 
such reduction 
in the 
relevant interest 
rate, 
and (e) neither 
the 
Borrower nor any guarantor or endorser 
shall have any action against the 
Administrative Agent or 
any Lender 
for any 
damages whatsoever 
arising out 
of the 
payment or 
collection of 
any Excess 
Interest. 
Notwithstanding the 
foregoing, if 
for any 
period of 
time interest 
on any 
of Borrower’s 
Obligations 
is 
calculated 
at 
the 
Maximum 
Rate 
rather 
than 
the 
applicable 
rate 
under 
this 
Agreement, and thereafter such 
applicable rate becomes less 
than the Maximum Rate, 
the rate of 
interest 
payable 
on 
the 
Borrower’s 
Obligations 
shall 
remain 
at 
the 
Maximum 
Rate 
until 
the 
Lenders have 
received the 
amount of 
interest which 
such Lenders 
would have 
received during 
such 
period on 
the Borrower’s 
Obligations had 
the rate 
of interest 
not been 
limited to 
the Maximum 
Rate during such period. 
Section 13.15. 
Lender’s 
and 
L/C Issuer’s 
Obligations 
Several
. 
The 
obligations 
of 
the 
Lenders and L/C Issuer hereunder are several and not joint. 
Nothing contained in this Agreement 
and no action taken by 
the Lenders or L/C Issuer pursuant hereto 
shall be deemed to constitute 
the 
Lenders and L/C Issuer a partnership, association, joint venture or other entity. 






-120-
Section 13.16. 
No Advisory 
or Fiduciary 
Responsibility
. 
In connection 
with all 
aspects of 
each 
transaction 
contemplated 
hereby (including 
in 
connection 
with 
any 
amendment, 
waiver 
or 
other modification 
hereof or 
of any 
other Loan 
Document), each 
Loan Party 
acknowledges and 
agrees, 
and 
acknowledges 
its 
Affiliates’ 
understanding, 
that: 
(a) (i) no 
fiduciary, 
advisory 
or 
agency relationship 
between any 
Loan Party 
and its 
Subsidiaries and 
the Administrative 
Agent, 
the L/C Issuer, 
or any Lender 
is intended to 
be or 
has been 
created in 
respect of 
the transactions 
contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative 
Agent, 
the 
L/C 
Issuer, 
or 
any 
Lender 
has 
advised 
or 
is 
advising 
any 
Loan 
Party 
or 
any 
of 
its 
Subsidiaries 
on 
other 
matters, 
(ii) the 
arranging 
and 
other 
services 
regarding 
this 
Agreement 
provided 
by 
the 
Administrative 
Agent, 
the 
L/C 
Issuer, 
and 
the 
Lenders 
are 
arm’s-length 
commercial transactions between such Loan Parties 
and their Affiliates, on 
the one hand, and the 
Administrative Agent, the 
L/C Issuer, and the 
Lenders, on the 
other hand, (iii) each 
Loan Party has 
consulted its 
own legal, 
accounting, regulatory 
and tax 
advisors to 
the extent 
that it 
has deemed 
appropriate and 
(iv) each Loan 
Party is 
capable of 
evaluating, and 
understands and 
accepts, the 
terms, 
risks 
and 
conditions 
of 
the 
transactions 
contemplated 
hereby 
and 
by 
the 
other 
Loan 
Documents; and (b) (i) the Administrative Agent, the L/C Issuer, 
and the Lenders each is and has 
been acting solely as a principal and, except as 
expressly agreed in writing by the relevant parties, 
has not been, is not, and will not 
be acting as an advisor, 
agent or fiduciary for any Loan Party or 
any of 
its Affiliates, 
or any 
other Person; 
(ii) none of 
the Administrative 
Agent, the 
L/C Issuer, 
and the 
Lenders has 
any obligation 
to any 
Loan Party 
or any 
of its 
Affiliates with 
respect to 
the 
transactions 
contemplated 
hereby 
except 
those 
obligations 
expressly 
set 
forth 
herein 
and 
in 
the 
other Loan 
Documents; and 
(iii) the Administrative 
Agent, the 
L/C Issuer, 
and the 
Lenders and 
their respective Affiliates may be 
engaged, for their own 
accounts or the accounts 
of customers, in 
a broad range of transactions that involve 
interests that differ from those of any Loan 
Party and its 
Affiliates, 
and 
none 
of 
the 
Administrative 
Agent, 
the 
L/C 
Issuer, 
and 
the 
Lenders 
has 
any 
obligation to disclose any 
of such interests to 
any Loan Party or 
its Affiliates. 
To the fullest extent 
permitted by law, each Loan Party hereby waives and releases any claims that it 
may have against 
the Administrative 
Agent, the 
L/C Issuer, 
and the 
Lenders with 
respect to 
any breach 
or alleged 
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated 
hereby. 
Section 13.17. 
Governing 
Law; 
Jurisdiction; 
Consent 
to 
Service 
of 
Process
. 
(a) This 
Agreement, the Notes and the other Loan Documents (except as 
otherwise specified therein), and 
the rights 
and duties 
of the 
parties hereto, 
shall be 
construed and 
determined in 
accordance with 
the 
laws of 
the 
State 
of Illinois
without 
regard to 
conflicts 
of law 
principles that 
would require 
application of the laws of another jurisdiction. 
 
(b) 
Each party 
hereto hereby 
irrevocably and 
unconditionally submits, 
for itself 
and its 
property, 
to 
the 
nonexclusive 
jurisdiction 
of 
the 
United 
States 
District 
Court 
for 
the 
Northern 
District of Illinois and 
of any Illinois State court 
sitting in the City of 
Chicago, and any appellate 
court 
from 
any 
thereof, 
in 
any 
action 
or 
proceeding 
arising 
out 
of 
or 
relating 
to 
any 
Loan 
Document, 
or 
for 
recognition 
or 
enforcement 
of 
any 
judgment, 
and 
each 
party 
hereto 
hereby 
irrevocably and unconditionally agrees that all claims in respect 
of any such action or proceeding 
may be heard and determined in such 
Illinois State court or, 
to the extent permitted by applicable 
Legal Requirements, in such federal court. 
Each party hereto hereby agrees that a final judgment 
in any such action or proceeding 
shall be conclusive and may 
be enforced in other jurisdictions by 






-121-
suit on the judgment or 
in any other manner 
provided by applicable Legal 
Requirements. 
Nothing 
in 
this 
Agreement 
or 
any 
other 
Loan 
Document 
or 
otherwise 
shall 
affect 
any 
right 
that 
the 
Administrative Agent, 
the L/C 
Issuer or 
any Lender 
may otherwise 
have to 
bring any 
action or 
proceeding relating 
to this 
Agreement or 
any other 
Loan Document 
against the 
Borrower or 
any 
Guarantor or its respective properties in the courts of any jurisdiction. 
 
(c) 
Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent 
permitted by applicable Legal Requirements, any objection 
which it may now or hereafter 
have to 
the laying of venue of 
any suit, action or proceeding 
arising out of or relating 
to this Agreement or 
any other Loan Document 
in any court referred 
to in Section 13.17(b). 
Each party hereto hereby 
irrevocably waives, to the fullest extent 
permitted by applicable Legal Requirements, the 
defense 
of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 
(d) 
Each party to this Agreement 
irrevocably consents to service of 
process in any action 
or proceeding arising out of or 
relating to any Loan Document, in 
the manner provided for notices 
(other 
than 
telecopy 
or 
e-mail) 
in 
Section 13.1. 
Nothing 
in 
this 
Agreement 
or 
any 
other 
Loan 
Document will affect the 
right of any 
party to this 
Agreement to serve 
process in any 
other manner 
permitted by applicable Legal Requirements. 
Section 13.18. 
Waiver 
of 
Jury 
Trial
. 
Each 
party 
hereto 
hereby 
irrevocably 
waives, 
to 
the 
fullest extent permitted by applicable Legal Requirements, any right it may have to 
a trial by jury 
in any legal 
proceeding directly 
or indirectly 
arising out of 
or relating 
to any Loan 
Document or 
the transactions contemplated thereby (whether based on contract, tort or any other theory). 
Each 
party hereto 
(a) certifies that 
no representative, 
agent or 
attorney of 
any other 
party has 
represented, 
expressly or otherwise, that 
such other party would 
not, in the event 
of litigation, seek to 
enforce 
the foregoing waiver and (b) acknowledges 
that it and the other 
parties hereto have been induced 
to enter into this 
Agreement by, 
among other things, the 
mutual waivers and certifications in 
this 
Section. 
Section 13.19. 
USA 
Patriot 
Act
. 
Each 
Lender 
and 
L/C Issuer 
that 
is 
subject 
to 
the 
requirements 
of 
the 
USA 
Patriot 
Act 
(Title 
III 
of 
Pub. L. 107-56 
(signed 
into 
law 
October 26, 
2001)) (the 
“Act”
) hereby notifies the Borrower that pursuant to the requirements of the Act, it is 
required to obtain, verify, 
and record information that identifies the Borrower, 
which information 
includes the name and address of the Borrower and other information that will allow such Lender 
or L/C Issuer to identify the Borrower in accordance with the Act. 
Section 13.20. 
Confidentiality
. 
Each of the Administrative Agent, 
the Lenders and the L/C 
Issuers 
agree 
to 
maintain 
the 
confidentiality 
of 
the 
Information 
(as 
defined 
below), 
except 
that 
Information may 
be disclosed 
(a) to its 
Affiliates and 
to its 
Related Parties 
(it being 
understood 
that the 
Persons to 
whom such 
disclosure is 
made will 
be informed 
of the 
confidential nature 
of 
such Information 
and instructed 
and agrees 
to keep 
such Information 
confidential); (b) to 
the extent 
required by 
any regulatory 
authority purporting 
to have 
jurisdiction over such 
Person or 
its Related 
Parties 
(including 
any 
self-regulatory 
authority, 
such 
as 
the 
National 
Association 
of 
Insurance 
Commissioners); (c) to the 
extent required by 
applicable laws or 
regulations or by 
any subpoena 
or similar 
legal process; 
(d) to any 
other party 
hereto; (e) in 
connection with 
the exercise 
of any 
remedies hereunder or 
under any other 
Loan Document or 
any action or 
proceeding relating to 
this 






-122-
Agreement 
or 
any 
other 
Loan 
Document 
or 
the 
enforcement 
of 
rights 
hereunder 
or 
thereunder; 
(f) subject to 
an agreement 
containing provisions 
substantially the 
same as 
those of 
this Section, 
to (i) any assignee of 
or Participant in, or 
any prospective assignee of 
or Participant in, any 
of its 
rights and obligations under this Agreement, or (ii) any actual 
or prospective party (or its Related 
Parties) 
to 
any 
swap, 
derivative 
or 
other 
transaction 
under 
which 
payments 
are 
to 
be 
made 
by 
reference 
to 
the 
Borrower 
and 
its 
obligations, 
this 
Agreement 
or 
payments 
hereunder; 
(g) on 
a 
confidential 
basis 
to 
(i) any 
rating 
agency 
in 
connection 
with 
rating 
any 
Loan 
Party 
or 
its 
Subsidiaries or 
the Revolving 
Facility or 
any Incremental 
Term 
Loan or 
(ii) the CUSIP 
Service 
Bureau or any similar agency in connection 
with the issuance and monitoring of CUSIP numbers 
with 
respect 
to 
the 
Revolving 
Facility 
or 
Incremental 
Term 
Loan; 
(h) with 
the 
consent 
of 
the 
Borrower; or 
(i) to the 
extent such 
Information (x) becomes 
publicly available 
other than 
as a 
result 
of a breach of this Section, 
or (y) becomes available to the Administrative 
Agent, any Lender, any 
L/C Issuer or any of their respective 
Affiliates on a nonconfidential basis from a source 
other than 
the Borrower. 
For purposes of this Section, 
“Information”
 
means all information received from a 
Loan Party or 
any of its 
Subsidiaries relating to 
a Loan Party 
or any of 
its Subsidiaries or 
any of 
their respective businesses, other than any such information 
that is available to the Administrative 
Agent, any Lender 
or any L/C 
Issuer on a 
nonconfidential basis prior 
to disclosure by 
a Loan Party 
or any of its Subsidiaries; 
provided
 
that, in the case of information received from a 
Loan Party or 
any of 
its Subsidiaries 
after the 
date hereof, 
such information 
is clearly 
identified at 
the time 
of 
delivery 
as 
confidential 
or 
is 
information 
that 
is 
not 
made 
available 
to 
the 
public 
and 
as 
such 
whether or 
not marked 
as confidential 
is to 
be held 
in confidence 
by the 
recipient. 
Any Person 
required 
to 
maintain 
the 
confidentiality 
of 
Information 
as 
provided 
in 
this 
Section 
shall 
be 
considered 
to have 
complied 
with its 
obligation to 
do so 
if 
such Person 
has exercised 
the same 
degree of care to maintain the confidentiality of such Information as such Person would accord to 
its own confidential information. 
 
Section 13.21. 
Acknowledgement 
and 
Consent 
to 
Bail-In 
of 
EEA 
Financial 
Institutions. 

Notwithstanding 
anything 
to 
the 
contrary 
in 
any 
Loan 
Document 
or 
in 
any 
other 
agreement, 
arrangement 
or 
understanding 
among 
any 
such 
parties, 
each 
party 
hereto 
(including 
any 
party 
becoming 
a 
party 
hereto 
by 
virtue 
of 
an 
Assignment 
and 
Assumption) 
acknowledges 
that 
any 
liability 
of any 
EEA Financial 
Institution 
arising under 
any Loan 
Document, 
to the 
extent 
such 
liability 
is 
unsecured, 
may 
be 
subject 
to 
the 
write-down 
and 
conversion 
powers 
of 
an 
EEA 
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
 
(a) 
the 
application 
of 
any 
Write-Down 
and 
Conversion 
Powers 
by 
an 
EEA 
Resolution Authority to 
any such liabilities 
arising hereunder which 
may be payable 
to it 
by any party hereto that is an EEA Financial Institution; and 
 
(b) 
the 
effects 
of 
any 
Bail-in 
Action 
on 
any 
such 
liability, 
including, 
if 
applicable: 
 
(i) 
a reduction in full or in part or cancellation of any such liability; 
 
(ii) 
a conversion of all, 
or a portion of, 
such liability into shares 
or other 
instruments of ownership in 
such EEA Financial Institution, 
its parent undertaking, 
or a bridge institution that may be issued 
to it or otherwise conferred on it, and 
that 






-123-
such shares or other instruments 
of ownership will be accepted 
by it in lieu of 
any 
rights 
with 
respect 
to 
any 
such 
liability 
under this 
Agreement 
or 
any 
other 
Loan 
Document; or 
 
(iii) 
the 
variation 
of 
the 
terms 
of 
such 
liability 
in 
connection 
with 
the 
exercise 
of 
the 
write-down 
and 
conversion 
powers 
of 
any 
EEA 
Resolution 
Authority. 
 
Section 13.22. 
Amendment 
and 
Restatement
. 
This 
Agreement 
amends 
and 
restates 
the 
Existing 
Credit 
Agreement and 
is 
not 
intended 
to be 
or 
operate 
as 
a 
novation 
or 
an 
accord 
and 
satisfaction of the Existing Credit 
Agreement or the indebtedness, 
obligations and liabilities of the 
Loan 
Parties 
evidenced 
or 
provided 
for 
thereunder. 
Without 
limiting 
the 
generality 
of 
the 
foregoing, 
each 
Loan 
Party 
agrees 
that 
notwithstanding 
the 
execution 
and 
delivery 
of 
this 
Agreement, the 
Liens previously 
granted to 
the Administrative 
Agent pursuant 
to the 
Collateral 
Documents 
shall 
be and 
remain 
in 
full 
force and 
effect 
and that 
any 
rights and 
remedies 
of the 
Administrative 
Agent 
thereunder 
and 
obligations 
of 
the 
Loan 
Parties 
thereunder 
shall 
be 
and 
remain 
in full 
force and 
effect, 
shall not 
be affected, 
impaired or 
discharged 
thereby (except 
as 
expressly amended by the 
Loan Documents) and shall 
secure all of the 
Borrower’s indebtedness, 
obligations and liabilities 
to the Administrative 
Agent and the 
Lenders under the 
Existing Credit 
Agreement as 
amended and 
restated hereby. 
Without 
limiting the 
foregoing, the 
parties to 
this 
Agreement hereby acknowledge 
and agree that 
the “Credit Agreement” 
and the “Notes” 
referred 
to in 
the Collateral 
Documents shall 
from and 
after the 
date hereof 
be deemed 
references to 
this 
Agreement and the Notes issued hereunder. 
 
Section 13.23. 
Acknowledgement 
Regarding 
Any 
Supported 
QFCs.
 
(a) 
To 
the 
extent 
that 
the Loan Documents provide support, 
through a guarantee or otherwise, 
for Hedge Agreements or 
any other agreement or instrument that is a QFC 
(such support, 
“QFC Credit Support”
, and each 
such QFC, a 
“Supported QFC”
), the parties acknowledge and agree 
as follows with respect to the 
resolution 
power 
of 
the 
Federal 
Deposit 
Insurance 
Corporation 
under 
the 
Federal 
Deposit 
Insurance Act 
and Title 
II of 
the Dodd-Frank 
Wall Street 
Reform and 
Consumer Protection 
Act 
(together with the regulations promulgated thereunder, the 
“U.S. Special Resolution Regimes”
) in 
respect 
of such 
Supported 
QFC and 
QFC Credit 
Support (with 
the 
provisions below 
applicable 
notwithstanding 
that 
the 
Loan 
Documents 
and 
any 
Supported 
QFC 
may 
in 
fact 
be 
stated 
to 
be 
governed by 
the laws 
of the 
State of 
New York 
and/or of 
the United 
States or 
any other 
state of 
the United States): 
In the event 
a Covered Entity 
that is party 
to a Supported 
QFC (each, a 
“Covered 
Party”
) 
becomes 
subject 
to 
a 
proceeding 
under 
a 
U.S. 
Special 
Resolution 
Regime, 
the 
transfer 
of 
such 
Supported 
QFC 
and 
the 
benefit 
of 
such 
QFC 
Credit 
Support 
(and 
any 
interest and obligation in 
or under such Supported 
QFC and such QFC Credit 
Support, and 
any rights 
in property 
securing such 
Supported QFC 
or such 
QFC Credit 
Support) from 
such Covered Party will 
be effective to 
the same extent as 
the transfer would be 
effective 
under 
the 
U.S. 
Special 
Resolution 
Regime 
if 
the 
Supported 
QFC 
and 
such 
QFC 
Credit 
Support 
(and 
any 
such 
interest, 
obligation 
and 
rights 
in 
property) 
were governed 
by 
the 
laws of the United States or 
a state of the United States. 
In the event a Covered Party 
or a 
BHC Act 
Affiliate of 
a Covered 
Party becomes 
subject to 
a proceeding 
under a 
U.S. Special 






-124-
Resolution Regime, Default Rights under the Loan Documents that 
might otherwise apply 
to 
such 
Supported 
QFC 
or 
any 
QFC 
Credit 
Support 
that 
may 
be 
exercised 
against 
such 
Covered Party are permitted 
to be exercised to no 
greater extent than such 
Default Rights 
could be 
exercised under 
the U.S. 
Special Resolution 
Regime if 
the Supported 
QFC and 
the Loan 
Documents were 
governed by 
the laws 
of the 
United States 
or a 
state of 
the United 
States. 
Without 
limitation 
of 
the 
foregoing, 
it 
is 
understood 
and 
agreed 
that 
rights 
and 
remedies of 
the parties 
with respect 
to a 
Defaulting Lender 
shall in 
no event 
affect the 
rights 
of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 
 
(b) 
Certain Defined Terms.
 
As used in this Section 13.23(a): 
 
“
BHC Act Affiliate”
 
of a party means an “affiliate” (as such 
term is defined 
under, and interpreted in accordance 
with, 12 U.S.C. 
1841(k)) of such party. 
 
“Covered Entity”
 
means any of 
the following: (i) 
a “covered 
entity” as that 
term is defined 
in, and interpreted 
in accordance with, 
12 C.F.R. 
§ 252.82(b); (ii) a “covered bank” 
as that term is defined 
in, and interpreted in accordance 
with, 12 C.F.R. § 47.3(b); or (iii) a 
“covered 
FSI” 
as 
that 
term 
is 
defined 
in, 
and 
interpreted 
in 
accordance with, 12 C.F.R. § 382.2(b). 
 
“Default 
Right”
 
has 
the 
meaning 
assigned 
to 
that 
term 
in, 
and 
shall 
be 
interpreted 
in 
accordance 
with, 
12 
C.F.R. 
§§ 
252.81, 
47.2 or 382.1, as applicable. 
“QFC”
 
has the meaning assigned to the term “qualified financial contract” in, and shall be 
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
[S
IGNATURE 
P
AGES TO 
F
OLLOW
] 






This Amended and Restated Credit Agreement is entered into between us for the uses and 
purposes hereinabove set forth as of the date first above written. 
“B
ORROWER
” 
C
AL
-M
AINE 
F
OODS
,
I
NC
. 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer 
“G
UARANTORS
” 
A
MERICAN 
E
GG 
P
RODUCTS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
B
ENTON 
C
OUNTY 
F
OODS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
W
HARTON 
C
OUNTY 
F
OODS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
 







S
OUTHERN 
E
QUIPMENT 
D
ISTRIBUTORS
,
I
NC
. 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
S
OUTH 
T
EXAS 
A
PPLICATORS
,
I
NC
. 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
R
ED 
R
IVER 
V
ALLEY 
E
GG 
F
ARM
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
C
AL
-M
AINE 
R
EAL 
E
STATE 
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 
T
EXAS 
E
GG 
P
RODUCTS
,
LLC 
By 
____________________________________ 
Max Bowman 
Vice President – Chief Financial Officer of 
Cal-Maine Foods, Inc. 






“A
DMINISTRATIVE 
A
GENT AND 
L/C I
SSUER 
” 
BMO
H
ARRIS 
B
ANK 
N.A., as L/C Issuer and as 
Administrative Agent 
By: 
____________________________________ 
 
David J. Bechstein 
 
Director 






“L
ENDERS
” 
BMO
H
ARRIS 
B
ANK 
N.A. 
By: 
____________________________________ 
 
David J. Bechstein 
 
Director 
G
REEN
S
TONE 
F
ARM 
C
REDIT 
S
ERVICES
,
ACA 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






A
G
F
IRST 
F
ARM 
C
REDIT 
B
ANK
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






C
OMPEER 
F
INANCIAL
,
ACA 
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________ 






F
ARM 
C
REDIT 
B
ANK OF 
T
EXAS
By 
____________________________________ 
 
Name 
_______________________________ 
 
Title 
________________________________