Credit Agreement


 Exhibit 10.5 
  

 

 
 dated as of 
 April 30, 2007 
 among 
 ESMARK INCORPORATED, 
 SUN STEEL COMPANY LLC, 
 ELECTRIC COATING TECHNOLOGIES LLC, 
 GREAT WESTERN STEEL COMPANY LLC, 
 CENTURY STEEL COMPANY LLC, 
 ELECTRIC COATING
TECHNOLOGIES BRIDGEVIEW LLC, 
 U.S. METALS & SUPPLY LLC, 
 MIAMI VALLEY STEEL SERVICE, INC., 
 NORTH AMERICAN STEEL LLC, 
 PREMIER RESOURCE GROUP LLC, and 
 INDEPENDENT
STEEL COMPANY LLC, 
 as Borrowers 
 The Other Loan Parties Party Hereto 
 The Lenders Party Hereto 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent and Co-Collateral Agent 

J.P. MORGAN SECURITIES INC., 
 as Sole
Bookrunner and Co-Lead Arranger 
 GE CAPITAL MARKETS, INC., 
 as Co-Lead Arranger 
 and 
 GENERAL ELECTRIC CAPITAL CORPORATION, 
 as Co-Collateral Agent 
  

 CHASE BUSINESS CREDIT







 TABLE OF CONTENTS 
  


							
	 	 	 	  	 	  	Page
	 Article I              Definitions
	  	1
				
		 	Section 1.01.	  	Defined Terms	  	1
				
		 	Section 1.02.	  	Classification of Loans and Borrowings	  	23
				
		 	Section 1.03.	  	Terms Generally	  	23
				
		 	Section 1.04.	  	Accounting Terms; GAAP	  	24
				
		 	Section 1.05.	  	Co-Collateral Agent Determinations	  	24
		
	 Article II            The Credits
	  	24
				
		 	Section 2.01.	  	Commitments	  	24
				
		 	Section 2.02.	  	Loans and Borrowings	  	24
				
		 	Section 2.03.	  	Requests for Revolving Borrowings	  	25
				
		 	Section 2.04.	  	Protective Advances	  	25
				
		 	Section 2.05.	  	Swingline Loans and Overadvances	  	26
				
		 	Section 2.06.	  	Letters of Credit	  	27
				
		 	Section 2.07.	  	Funding of Borrowings	  	31
				
		 	Section 2.08.	  	Interest Elections	  	31
				
		 	Section 2.09.	  	Termination and Reduction of Commitments	  	32
				
		 	Section 2.10.	  	Repayment and Amortization of Loans; Evidence of Debt	  	33
				
		 	Section 2.11.	  	Prepayment of Loans	  	34
				
		 	Section 2.12.	  	Fees	  	35
				
		 	Section 2.13.	  	Interest	  	36
				
		 	Section 2.14.	  	Alternate Rate of Interest	  	37
				
		 	Section 2.15.	  	Increased Costs	  	37
				
		 	Section 2.16.	  	Break Funding Payments	  	38
				
		 	Section 2.17.	  	Taxes	  	38
				
		 	Section 2.18.	  	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	  	40
				
		 	Section 2.19.	  	Mitigation Obligations; Replacement of Lenders	  	42
				
		 	Section 2.20.	  	Returned Payments	  	42
		
	 Article III          Representations and Warranties
	  	43
				
		 	Section 3.01.	  	Organization; Powers	  	43
				
		 	Section 3.02.	  	Authorization; Enforceability	  	43
				
		 	Section 3.03.	  	Governmental Approvals; No Conflicts	  	43
				
		 	Section 3.04.	  	Financial Condition; No Material Adverse Change	  	43

  

 -i- 







 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page
		 	Section 3.05.	  	Properties	  	43
				
		 	Section 3.06.	  	Litigation and Environmental Matters	  	44
				
		 	Section 3.07.	  	Compliance with Laws and Agreements	  	44
				
		 	Section 3.08.	  	Investment Company Status	  	44
				
		 	Section 3.09.	  	Taxes	  	44
				
		 	Section 3.10.	  	ERISA	  	44
				
		 	Section 3.11.	  	Disclosure	  	45
				
		 	Section 3.12.	  	Material Agreements	  	45
				
		 	Section 3.13.	  	Solvency	  	45
				
		 	Section 3.14.	  	Insurance	  	45
				
		 	Section 3.15.	  	Capitalization and Subsidiaries	  	45
				
		 	Section 3.16.	  	Security Interest in Collateral	  	46
				
		 	Section 3.17.	  	Employment Matters	  	46
				
		 	Section 3.18.	  	Affiliate Transactions	  	46
				
		 	Section 3.19.	  	Common Enterprise	  	46
		
	 Article IV            Conditions
	  	47
				
		 	Section 4.01.	  	Effective Date	  	47
				
		 	Section 4.02.	  	Each Credit Event	  	49
		
	 Article V              Affirmative Covenants
	  	50
				
		 	Section 5.01.	  	Financial Statements; Borrowing Base and Other Information	  	50
				
		 	Section 5.02.	  	Notices of Material Events	  	53
				
		 	Section 5.03.	  	Existence; Conduct of Business	  	54
				
		 	Section 5.04.	  	Payment of Obligations	  	54
				
		 	Section 5.05.	  	Maintenance of Properties	  	54
				
		 	Section 5.06.	  	Books and Records; Inspection Rights	  	54
				
		 	Section 5.07.	  	Compliance with Laws	  	54
				
		 	Section 5.08.	  	Use of Proceeds	  	54
				
		 	Section 5.09.	  	Insurance	  	55
				
		 	Section 5.10.	  	Casualty and Condemnation	  	55
				
		 	Section 5.11.	  	Appraisals; Field Examinations	  	55
				
		 	Section 5.12.	  	Depository Banks	  	55
				
		 	Section 5.13.	  	Additional Collateral; Further Assurances	  	55

  

 -ii- 







 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page
		 	Section 5.14.	  	Post-Closing Covenants	  	56
		
	 Article VI            Negative Covenants
	  	57
				
		 	Section 6.01.	  	Indebtedness	  	57
				
		 	Section 6.02.	  	Liens	  	58
				
		 	Section 6.03.	  	Fundamental Changes	  	59
				
		 	Section 6.04.	  	Investments, Loans, Advances, Guarantees and Acquisitions	  	60
				
		 	Section 6.05.	  	Asset Sales	  	62
				
		 	Section 6.06.	  	Sale and Leaseback Transactions	  	63
				
		 	Section 6.07.	  	Swap Agreements	  	63
				
		 	Section 6.08.	  	Restricted Payments; Certain Payments of Indebtedness	  	63
				
		 	Section 6.09.	  	Transactions with Affiliates	  	64
				
		 	Section 6.10.	  	Restrictive Agreements	  	64
				
		 	Section 6.11.	  	Amendment of Material Documents	  	65
				
		 	Section 6.12.	  	Fixed Charge Coverage Ratio	  	65
		
	 Article VII          Events of Default
	  	65
		
	 Article VIII        The Administrative Agent and Co-Collateral Agents
	  	68
		
	 Article IX           Miscellaneous
	  	70
				
		 	Section 9.01.	  	Notices	  	70
				
		 	Section 9.02.	  	Waivers; Amendments	  	71
				
		 	Section 9.03.	  	Expenses; Indemnity; Damage Waiver	  	73
				
		 	Section 9.04.	  	Successors and Assigns	  	75
				
		 	Section 9.05.	  	Survival	  	77
				
		 	Section 9.06.	  	Counterparts; Integration; Effectiveness	  	78
				
		 	Section 9.07.	  	Severability	  	78
				
		 	Section 9.08.	  	Right of Setoff	  	78
				
		 	Section 9.09.	  	Governing Law; Jurisdiction; Consent to Service of Process	  	78
				
		 	Section 9.10.	  	WAIVER OF JURY TRIAL	  	79
				
		 	Section 9.11.	  	Headings	  	79
				
		 	Section 9.12.	  	Confidentiality	  	79
				
		 	Section 9.13.	  	Several Obligations; Nonreliance; Violation of Law	  	80
				
		 	Section 9.14.	  	USA PATRIOT Act	  	80
				
		 	Section 9.15.	  	Disclosure	  	80

  

 -iii- 







 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page
		 	Section 9.16.	  	Appointment for Perfection	  	80
				
		 	Section 9.17.	  	Interest Rate Limitation	  	80
		
	 Article X              Loan Guaranty
	  	81
				
		 	Section 10.01.	  	Guaranty	  	81
				
		 	Section 10.02.	  	Guaranty of Payment	  	81
				
		 	Section 10.03.	  	No Discharge or Diminishment of Loan Guaranty	  	81
				
		 	Section 10.04.	  	Defenses Waived	  	82
				
		 	Section 10.05.	  	Rights of Subrogation	  	82
				
		 	Section 10.06.	  	Reinstatement; Stay of Acceleration	  	82
				
		 	Section 10.07.	  	Information	  	82
				
		 	Section 10.08.	  	Termination	  	83
				
		 	Section 10.09.	  	Taxes	  	83
				
		 	Section 10.10.	  	Maximum Liability	  	83
				
		 	Section 10.11.	  	Liability Cumulative	  	83
		
	 Article XI            The Borrower Representative
	  	83
				
		 	Section 11.01.	  	Appointment; Nature of Relationship	  	83
				
		 	Section 11.02.	  	Powers	  	84
				
		 	Section 11.03.	  	Employment of Agents	  	84
				
		 	Section 11.04.	  	Notices	  	84
				
		 	Section 11.05.	  	Successor Borrower Representative	  	84
				
		 	Section 11.06.	  	Execution of Loan Documents; Borrowing Base Certificate	  	84
				
		 	Section 11.07.	  	Reporting	  	85
		
	 Article XII          Subordination of Intercompany Obligations
	  	85
				
		 	Section 12.01.	  	Subordination Generally	  	85
				
		 	Section 12.02.	  	Specific Performance; Waiver of Defenses	  	85
				
		 	Section 12.03.	  	Distributions	  	85
				
		 	Section 12.04.	  	Loan Parties Failure to Act	  	86
		
	 Article XIII        Concerning Joint and Several Liability of the
Borrowers
	  	86
				
		 	Section 13.01.	  	Joint and Several Liability	  	86
				
		 	Section 13.02.	  	Obligation to Act	  	86
				
		 	Section 13.03.	  	Full Recourse; Enforceability	  	86
				
		 	Section 13.04.	  	Waiver of Defenses	  	86

  

 -iv- 







 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page
		 	Section 13.05.	  	Termination; Use of Remedies	  	87
		
	 Article XIV          Contribution Obligations
	  	87
				
		 	Section 14.01.	  	Contributions	  	87
				
		 	Section 14.02.	  	Subordination of Claims	  	88
				
		 	Section 14.03.	  	Limit on Obligations	  	88
				
		 	Section 14.04.	  	Termination; Use of Remedies	  	88

  

 -v- 








	
	 SCHEDULES:

	
	 Commitment Schedule

	 Schedule 3.05 – Properties

	 Schedule 3.06 – Disclosed Matters

	 Schedule 3.12 – Material Agreements

	 Schedule 3.14 – Insurance

	 Schedule 3.15 – Capitalization and Subsidiaries

	 Schedule 3.18 – Affiliate Transactions

	 Schedule 6.01 – Existing Indebtedness

	 Schedule 6.02 – Existing Liens

	 Schedule 6.04 – Existing Investments

	 Schedule 6.09 – Success Fee/Affiliate Transaction

	 Schedule 6.10 – Existing Restrictions

	
	 EXHIBITS:

	
	 Exhibit A – Form of Assignment and Assumption

	 Exhibit B-1 – Opinion of Patzik, Frank & Samotny Ltd.

	 Exhibit B-2 – Opinion of Ohio Counsel to Miami Valley

	 Exhibit C-1 – Form of Borrowing Base Certificate

	 Exhibit C-2 – Form of Aggregate Borrowing Base Certificate

	 Exhibit D – Form of Compliance Certificate

	 Exhibit E – Joinder Agreement


  

 -vi- 







 This CREDIT AGREEMENT, dated as of April 30, 2007 (as it may be amended or modified from time to
time, this “Agreement”), is entered into by and among ESMARK INCORPORATED, a Delaware corporation (herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited
liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great
Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S.
METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability
company (“North American”), PREMIER RESOURCE GROUP LLC, an Illinois limited liability company (“Premier”), and INDEPENDENT STEEL COMPANY LLC, an Illinois limited liability company (“Independent”
and, together with the Company, Sun Steel, Electric Coating, Great Western, Century Steel, ECT Bridgeview, U.S. Metals, Miami Valley, North American, and Premier, and their respective successors and assigns, collectively, the
“Borrowers” and, individually, “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (herein, together with its successors and
assigns, the “Administrative Agent”) and Co-Collateral Agent, J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Co-Lead Arranger, GE CAPITAL MARKETS, INC., as Co-Lead Arranger, and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Collateral Agent. 
 The parties hereto agree as follows: 
 Article I 
 Definitions 
 Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate
Base Rate. 
 “Account” has the meaning assigned to such term in the Security Agreement. 
 “Account Debtor” means any Person obligated on an Account. 
 “Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in
(i) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (ii) the acquisition or ownership of in excess of 50% of the Equity Interest of any Person, or (iii) the
acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person. 
 “Acquisition
Target” shall mean any Person engaged in the steel business or primarily involved in the steel industry which Borrowers desire to acquire in accordance with Section 6.04(o) hereof. 






 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period, multiplied by (b) the Statutory Reserve Rate. 
 “Administrative Agent” has the meaning assigned to such term in the opening paragraph of this Agreement. 
 “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. 
 “Aggregate Availability” means, with
respect to all the Borrowers, at any time, an amount equal to (a) the lesser of the Total Commitment and the Aggregate Borrowing Base, minus (b) the Revolving Exposure of all Lenders, minus (c) reserves
established by the Co-Collateral Agents in their Permitted Discretion. 
 “Aggregate Borrowing Base” means the aggregate of
the Borrowing Bases of all of the Borrowers. 
 “Aggregate Borrowing Base Certificate” means a certificate, signed and
certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C-2 or another form which is acceptable to the Administrative Agent in its Permitted Discretion. 
 “Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders. 
 “Agreement” has the meaning assigned to such term in the opening paragraph of this Agreement. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day, plus 0.50%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. 
 “Applicable
Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Swingline Loans or Overadvances, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the
denominator of which is the aggregate Commitment of all Lenders (if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate Revolving Exposures at that time),
and (b) with respect to Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused Commitments. 
 “Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan, or with respect to the commitment fees
payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the Borrowers’
Aggregate Availability as of the most recent determination date, provided that the “Applicable Rate” shall be the rate per annum set forth below as Pricing Level III for the period from the Effective Date through and
including [October     ], 2007. 
  

 2 








							
	 Pricing Level
	  	 Aggregate Availability
	  	 ABR Spread
	  	 Eurodollar Spread

	 I
	  	If Aggregate Availability is greater than $120,000,000	  	0.00%	  	1.00%
	 II
	  	 If Aggregate Availability is greater than $100,000,000, but less than
 or equal to $120,000,000
	  	0.25%	  	1.25%
	 III
	  	If Aggregate Availability is greater than $80,000,000, but less than or equal to $100,000,000	  	0.50%	  	1.50%
	 IV
	  	If Aggregate Availability is less than or equal to $80,000,000	  	1.00%	  	1.75%

 For purposes of the foregoing, (a) the Applicable Rate shall be determined by the
Co-Collateral Agents as of the end of each fiscal quarter of the Company based upon the average daily Aggregate Availability during such fiscal quarter and (b) each change in the Applicable Rate resulting from a change in Aggregate Availability
shall be effective during the period commencing on the first Business Day immediately after the end of such fiscal quarter; provided, however, that notwithstanding the foregoing, the applicable rate per annum for Pricing Level IV
shall apply at any time that an Event of Default has occurred and is continuing. 
 “Approved Fund” has the meaning assigned
to such term in Section 9.04. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 
 “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments. 
 “Available Commitment” means, at any time, the Total Commitment then in effect,
minus the Revolving Exposure of all Lenders at such time. 
 “Banking Services” means each and any of the
following bank services provided to any Loan Party by the Co-Collateral Agents or any of their respective Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without
limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services). 
 “Banking Services Obligations” of the Loan Parties means any and all obligations of the Loan Parties, 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 Banking Services. 
  

 3 







 “Banking Services Reserves” means all Reserves which the Co-Collateral Agents from time
to time establish in their Permitted Discretion for Banking Services then provided or outstanding. 
 “Board” means the
Board of Governors of the Federal Reserve System of the United States of America. 
 “Borrower” or
“Borrowers” has the meaning assigned to such term in the opening paragraph of this Agreement. 
 “Borrower
Representative” means the Company, in its capacity as contractual representative of the Borrowers pursuant to Article XI. 
 “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan,
(c) a Protective Advance and (d) an Overadvance. 
 “Borrowing Base” means, at any time, with respect to each
Borrower, the sum of (a) 85% of such Borrower’s Eligible Accounts at such time, plus (b) the lesser of (i) 70% of such Borrower’s Eligible Inventory, valued at the lower of cost or market value, determined on a
first-in-first-out basis, at such time and (ii) 85% of the Net Orderly Liquidation Value of such Borrower’s Eligible Inventory identified in the most recent inventory appraisal ordered by the Administrative Agent minus
(c) Reserves established by the Co-Collateral Agents in their Permitted Discretion. The Co-Collateral Agents may, in their Permitted Discretion, reduce the advance rates set forth above and/or reduce one or more of the other elements used in
computing the Borrowing Base, in each case, after the occurrence of a Default and/or adjust Reserves at any time and from time to time. 
 “Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C-1 or another form
which is acceptable to the Administrative Agent in its sole discretion. 
 “Borrowing Request” means a request by the
Borrower Representative for a Revolving Borrowing in accordance with Section 2.03. 
 “Business Day” means any day that is
not a Saturday, Sunday or other day on which commercial banks in Chicago are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. 
 “Capital
Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company
and its Subsidiaries prepared in accordance with GAAP (but excluding Acquisitions). 
 “Capital Lease Obligations” of any
Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Change in Control” means (a) Franklin Mutual shall cease to own at least 50.01% of the outstanding voting Equity Interests of the
Company on a fully diluted basis; (b) occupation of a majority 

  

 4 







 
of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of
the Company nor (ii) appointed by directors so nominated; (c) either James P. Bouchard or Craig T. Bouchard (or both) shall cease to be on the board of directors of the Company; (d) the Company shall cease to own, free and clear of
all Liens or other encumbrances (other than the Liens granted under the Collateral Documents), at least 100% (or, with respect to Great Western, 50.01%) of the outstanding voting Equity Interests of the other Borrowers on a fully diluted basis; or
(e) any change in the senior management of the Company (other than with respect to Thomas Modrowski) from that set forth in Section 3.4 of that certain Stockholders Agreement dated November 8, 2004, by and among the Company, Bouchard
Group, L.L.C., Franklin Mutual Advisers, LLC and certain other shareholders, without reference to any modifications or restatements to such Stockholders Agreement after its original date of execution. 
 “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement (exclusive of any change in
Tax rates), (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes
of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement. 
 “Chase” means JPMorgan Chase Bank, N.A., a national banking association,
in its individual capacity, and its successors. 
 “Class”, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective Advances or Overadvances. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 “Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security
interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders, to secure the Secured Obligations. 
 “Collateral Access Agreement” has the meaning assigned to such term in the Security Agreement. 
 “Collateral Documents” means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations. 
 “Collection Account” has the meaning assigned to such term in the Security Agreement. 
 “Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit, Overadvances, Protective Advance and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may
be reduced from time to time pursuant to Section 2.09, and reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on
the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. 
  

 5 







 “Commitment Schedule” means the Schedule attached hereto identified as such. 

“Company” has the meaning assigned to such term in the opening paragraph of this Agreement. 
 “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. 
 “Co-Collateral Agents” means the Administrative Agent and, if it is a Lender, GE. 
 “Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time,
plus (b) an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time. 
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
 “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

 “Document” has the meaning assigned to such term in the Security Agreement. 
 “dollars” or “$” refers to lawful money of the United States of America. 
 “Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof, or the District
of Columbia. 
 “EBITDA” means, for any period, Net Income for such period, plus (a) without duplication
and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and
amortization expense for such period, (iv) non-cash charges related to the impairment of intangibles, (v) non-cash expenses associated with stock grants (excluding any such non-cash expense to the extent it represents an accrual or reserve
for potential cash expense in any future period or amortization of a prepaid cash expense that was paid in a prior period) minus (b) without duplication and to the extent included in Net Income, (i) any extraordinary gains
and any non-cash items of income for such period, and (ii) interest income, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP. 
 “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02). 
 “Eligible Accounts” means, at any time, the Accounts of a Borrower which the Co-Collateral Agents determine in
their Permitted Discretion are eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the discretion of the Co-Collateral Agents provided herein, Eligible
Accounts shall not include any Account: 
 (a) which is not owned by such Borrower or not subject to a first priority perfected security
interest in favor of the Co-Collateral Agents for the benefit of the Secured Creditors; 
  

 6 







 (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and
(ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Co-Collateral Agents for the benefit of the Secured Creditors; 
 (c) (i) with respect to a Borrower that ages its Accounts based on the date of the original invoice with respect thereto, which is unpaid more than 90 days after the date of the original invoice therefor,
(ii) with respect to a Borrower that ages its Accounts based on the scheduled due date of such Account, which is unpaid more than the earlier of (x) 60 days after the original scheduled due date therefor and (y) 120 days after the
date of the original invoice therefor, or (iii) with respect to any Borrower, which has a scheduled due date that is more than 60 days after the original invoice date, has been written off the books of such Borrower or has otherwise been
designated as uncollectible; 
 (d) which is owing by an Account Debtor for which more than 25% of the Accounts owing from such Account
Debtor and its Affiliates are ineligible hereunder; 
 (e) which is owing by an Account Debtor to the extent (but only to the extent) the
aggregate amount of Accounts owing from such Account Debtor and its Affiliates to (i) such Borrower exceeds 50% of the aggregate amount of Eligible Accounts of such Borrower or (ii) all Borrowers exceeds 15% of the aggregate amount of
Eligible Accounts of all Borrowers (but such Account to the extent not in excess of such limitation shall be deemed eligible if it is not otherwise deemed ineligible pursuant to the other criteria set forth in this definition); 
 (f) with respect to which any covenant, representation, or warranty contained in this Agreement or in the Security Agreement has been breached or is not
true; 
 (g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is
not evidenced by an invoice or other documentation satisfactory to the Administrative Agent in its Permitted Discretion which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the
Borrower’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to
payments of interest; 
 (h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the
services giving rise to such Account have not been performed by such Borrower or if such Account was invoiced more than once; 
 (i) with
respect to which any check or other instrument of payment has been returned uncollected for any reason; 
 (j) which is owed by an Account
Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver,
custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any
state or federal bankruptcy laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (iv) has admitted in writing its
inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business; 
  

 7 







 (k) which is owed by any Account Debtor which has sold all or a substantially all of its assets;

 (l) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is
not organized under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, has
been assigned to and is directly drawable by the Administrative Agent; 
 (m) which is owed in any currency other than U.S. dollars;

 (n) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country
other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, or (ii) the government of the U.S., or any department, agency, public
corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien
of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction; 
 (o) which is owed by
any Affiliate, employee, officer, director, agent or stockholder of any Loan Party; 
 (p) which, for any Account Debtor, exceeds a credit
limit determined by the Co-Collateral Agents in their Permitted Discretion, to the extent of such excess; 
 (q) which is owed by an Account
Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit
of an Account Debtor, in each case to the extent thereof; 
 (r) which is subject to any counterclaim, deduction, defense, setoff or dispute
but only to the extent of any such counterclaim, deduction, defense, setoff or dispute; 
 (s) which is evidenced by any promissory note,
chattel paper, or instrument; 
 (t) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice
of Business Activities Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has filed such report or qualified to do business in such
jurisdiction; 
 (u) with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than
discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower created a new receivable for the unpaid portion of such Account; 
 (v) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local,
including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board; 
  

 8 







 (w) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract
or other agreement or understanding (written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such goods, or which indicates any party other than such Borrower as payee or
remittance party; 
 (x) which was created on cash on delivery terms; or 
 (y) which the Co-Collateral Agents determine in their Permitted Discretion may not be paid by reason of the Account Debtor’s inability to pay or
which the Co-Collateral Agents otherwise determine in their Permitted Discretion is unacceptable. 
 In the event that an Account which was
previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Aggregate
Borrowing Base Certificate and the Borrowing Base Certificate of any Borrower. In determining the amount of an Eligible Account, the face amount of an Account may, in the Co-Collateral Agents’ Permitted Discretion, be reduced by, without
duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances
(including any amount that such Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account
but not yet applied by such Borrower to reduce the amount of such Account. 
 “Eligible Inventory” means, at any time, the
Inventory of a Borrower which the Co-Collateral Agents determine in their Permitted Discretion is eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the
discretion of the Co-Collateral Agents provided herein, Eligible Inventory shall not include any Inventory: 
 (a) which is
not owned by such Borrower or not subject to a first priority perfected Lien in favor of the Co-Collateral Agents for the benefit of the Secured Creditors; 
 (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Co-Collateral Agents
for the benefit of the Secured Creditors; 
 (c) which is, in the Co-Collateral Agents’ Permitted Discretion, slow
moving, obsolete, unmerchantable, defective, damaged, shopworn, used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or
quantity; 
 (d) with respect to which any covenant, representation, or warranty contained in this Agreement or the Security
Agreement has been breached or is not true and which does not conform to all standards imposed by any Governmental Authority; 
 (e) in which any Person other than such Borrower shall (i) have any direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having
or purporting to have an interest therein; 
 (f) which is not finished goods, work-in-process or raw materials, or which
constitutes spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold goods, 

  

 9 







 
goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held
for sale in the ordinary course of business; 
 (g) which is not located in the U.S. or is in transit with a common carrier
from vendors and suppliers; 
 (h) which is located in any location leased by such Borrower unless (i) such Inventory,
when aggregated with all other Inventory of such Borrower located at such location, has a fair market value in excess of $500,000, and (ii) either (x) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or
(y) a three month Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by the Co-Collateral Agents in their Permitted Discretion; 
 (i) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not
evidenced by a Document (other than bills of lading to the extent permitted pursuant to clause (g) above), unless (i) such Inventory, when aggregated with all other Inventory of such Borrower located at such location, has a fair market
value in excess of $500,000, and (ii) either (x) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (y) an
appropriate Reserve has been established by the Co-Collateral Agents in their Permitted Discretion; 
 (j) which is being
processed offsite at a third party location or outside processor (other than such Inventory of Premier and North American which is processed at processors disclosed to the Co-Collateral Agents prior to the Effective Date and such Inventory of Great
Western which is processed with Metal Processing Corporation at its location in Gary, Indiana, provided, in each case, an appropriate Reserve has been established by the Co-Collateral Agents in their Permitted Discretion and the aggregate amount of
all such Inventory located at all such processors that may be included as “Eligible Inventory” shall not exceed $35,000,000), or is in-transit to or from said third party location or outside processor; 
 (k) which is a discontinued product or component thereof; 
 (l) which is the subject of a consignment by such Borrower as consignor (unless (i) such Inventory, when aggregated with all other
Inventory of such Borrower in the possession of the counterparty (the “consignee”) to such consignment, has a fair market value in excess of $500,000, (ii) such Borrower has (A) perfected its security interest in such consigned
Inventory by filing a financing statement pursuant to Section 9-505 of the UCC, naming such Borrower, as consignor, and the consignee, as consignee and (B) notified the Administrative Agent of the exact legal name of the consignee and such
consignee’s correct address and contact person for notice purposes, (ii) the Administrative Agent has sent a notice that complies with the requirements set forth in Section 9-324(b) of the UCC to such consignee to the extent such
Borrower has not perfected its security interest as described in the foregoing clause (i)(A) prior to the time that the consignee receives possession of such Inventory, and (iii) such consignee has delivered to the Administrative Agent a
Collateral Access Agreement and such other documentation as the Administrative Agent may require; provided, however, that the aggregate amount of all Inventory which is the subject of a consignment by one or more Borrowers as consignors that may be
included as “Eligible Inventory” shall not exceed $10,000,000); 
 (m) which is perishable; 
  

 10 







 (n) which contains or bears any intellectual property rights licensed to such Borrower
unless the Administrative Agent is satisfied in its Permitted Discretion that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or
(iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; 
 (o) which is not reflected in a current perpetual inventory report of such Borrower (unless such Inventory is reflected in a report to the
Administrative Agent as “in transit” Inventory); 
 (p) for which reclamation rights have been asserted by the
seller; 
 (q) which the Co-Collateral Agents otherwise determine is unacceptable in their Permitted Discretion; 

(r) which is not covered by casualty insurance as required by the Loan Documents; or 
 (s) which consists of Hazardous Materials or goods that can be transported or sold only with licenses not readily available. 

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or the Borrower
Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Aggregate Borrowing Base Certificate and the Borrowing Base Certificate of any Borrower. 
 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters. 
 “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equipment” has the meaning assigned to such term in the Security Agreement. 
 “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest. 
 “ERISA” means the Employee Retirement Income Security Act
of 1974, as amended from time to time. 
  

 11 







 “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414
of the Code. 
 “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 
 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned
to such term in Article VII. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction
under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits or income taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any withholding
tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section
2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax
pursuant to Section 2.17(a). 
 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it. 
  

 12 







 “Financial Officer” means the chief financial officer, principal accounting officer,
vice president of finance, treasurer or controller of a Borrower. 
 “Fixed Charges” means, with reference to any period,
without duplication, cash Interest Expense, plus prepayments and scheduled principal payments on Indebtedness made during such period, plus expense for income taxes paid in cash, plus dividends or
distributions paid in cash (other than the dividends paid by the Company in April 2007 in an aggregate amount not in excess of $4,613,000), plus Capital Lease Obligation payments, plus cash contributions to any Plan, all
calculated for the Company and its Subsidiaries on a consolidated basis. 
 “Fixed Charge Coverage Ratio” means the ratio of
(a) EBITDA, minus the unfinanced portion of Capital Expenditures to (b) Fixed Charges, determined as of the end of each fiscal quarter of the Company for (i) the Company’s fiscal quarter ending June 30, 2007,
(ii) the Company’s two consecutive fiscal quarters ending September 30, 2007, (iii) the Company’s three consecutive fiscal quarters ending December 31, 2007, and (iv) the then most recently ending four fiscal
quarters, beginning March 31, 2008, and thereafter, and calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP. 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are located. For purposes of this definition, the United States of America,
each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary. 
 “Franklin Documents” means (a) the Franklin Stock Purchase
Agreements, and (b) the other agreements, documents and instruments executed and delivered in connection therewith. 
 “Franklin
Mutual” means Franklin Mutual Advisers, LLC, a Delaware limited liability company. 
 “Franklin Stock Purchase
Agreements” means that certain (i) Preferred Stock Purchase Agreement dated as of November 8, 2004, by and among the Company, Esmark LLC, Bouchard Group, L.L.C. and Franklin Mutual and (ii) Preferred Stock Purchase Agreement
dated as of April 28, 2005, by and among the Company and Franklin Mutual Advisers, LLC. 
 “Funding Accounts” has the
meaning assigned to such term in Section 4.01(h). 
 “GAAP” means generally accepted accounting principles in the United
States of America. 
 “GE” means General Electric Capital Corporation, in its individual capacity, and its successors.

 “Governmental Authority” means the government of the United States of America, any other nation or 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. 
 “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 

  

 13 







 
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. 
 “Guaranteed Obligations” has the meaning assigned to such
term in Section 10.01. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any
nature regulated pursuant to any Environmental Law. 
 “Indebtedness” of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon
which interest charges are customarily paid (excluding accounts payable in the ordinary course of business), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all
Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of
guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any liquidated earn-out and (l) all other Off-Balance Sheet Liabilities. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
 “Index Debt” means senior,
unsecured, long-term indebtedness for borrowed money of the Borrowers that is not guaranteed by any other Person or subject to any other credit enhancement. 
 “Interest Election Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.08. 
 “Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations
but excluding interest income) of the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the
Company and its Subsidiaries for such period in accordance with GAAP. 
  

 14 







 “Interest Payment Date” means (a) with respect to any ABR Loan (other than a
Swingline Loan), the first day of each calendar month and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the
Maturity Date. 
 “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower Representative may elect; provided that (i) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Inventory” has the meaning assigned to such term in the Security Agreement. 
 “Issuing Bank” means Chase, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “Joinder Agreement” has the meaning assigned to such term in Section 5.13. 
 “LC Collateral Account” has the meaning assigned to such term in Section 2.06(j). 
 “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit. 
 “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time,
plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time. 
 “Lenders” means the Persons listed on the Commitment Schedule and any other Person that
shall have become a 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 otherwise requires, the term “Lenders”
includes the Swingline Lender. 
 “Letter of Credit” means any letter of credit issued pursuant to this Agreement.

 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of
the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable 

  

 15 







 
to those currently provided on such page of such Service, as determined by the Administrative Agent in its Permitted Discretion from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be
the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with respect to such securities. 
 “Loan Documents”
means this Agreement, any promissory notes issued pursuant to the Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty and all other agreements, instruments, documents and certificates identified in Section 4.01
executed and delivered to, or in favor of, the Administrative Agent or any Lenders and all other perfection certificates, pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written
matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the Agreement or the transactions contemplated
thereby. Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the
Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. 
 “Loan
Guarantor” means each Loan Party (other than the Borrowers). 
 “Loan Guaranty” means Article X of this Agreement
and each separate Guarantee, in form and substance satisfactory to the Administrative Agent, delivered by each Loan Guarantor that is a Foreign Subsidiary (which Guarantee shall be governed by the laws of the country in which such Foreign Subsidiary
is located), as it may be amended or modified and in effect from time to time. 
 “Loan Parties” means the Borrowers, the
Borrowers’ Domestic Subsidiaries and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns. 
 “Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective Advances. 
 “Long-Term Debt” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term
liability. 
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations,
prospects or condition, financial or otherwise, of the Company and its Subsidiaries taken as a 

  

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whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or
the Administrative Agent’s Liens (on behalf of itself and the Secured Creditors) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Co-Collateral Agents, the Issuing
Bank or the Lenders thereunder. 
 “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit),
or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the “obligations” of
any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time. 
 “Maturity Date” means April 30, 2012 or any earlier date on which the Commitments are
reduced to zero or otherwise terminated pursuant to the terms hereof. 
 “Maximum Liability” has the meaning assigned to
such term in Section 10.10. 
 “Moody’s” means Moody’s Investors Service, Inc. 
 “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 
 “Net Income” means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any of
its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or
such Subsidiary in the form of dividends or similar distributions 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 Orderly Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the
Administrative Agent, net of all costs of liquidation thereof. 
 “Net Proceeds” means, with respect to any event,
(a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale,
transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness
(other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund
contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial
Officer). 
  

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 “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

 “Non-Paying Guarantor” has the meaning assigned to such term in Error! Reference source not found. 
 “Obligated Party” has the meaning assigned to such term in Section 10.02. 
 “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees
and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Co-Collateral Agents, the Issuing Bank or any indemnified party arising under the Loan Documents.

 “Off-Balance Sheet Liabilities” of a Person means (a) any repurchase obligation or liability of such Person with
respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or
obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases). 

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. 
 “Overadvance” has the meaning assigned to such term in Section 2.05(b). 
 “Participant” has the meaning set forth in Section 9.04(c). 
 “Paying Guarantor” has the meaning
assigned to such term in Error! Reference source not found. 
 “PBGC” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar functions. 
 “Permitted Discretion” means a
determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. 
 “Permitted Encumbrances” means: 
 (a) Liens imposed by law for taxes that are not yet due or are
being contested in compliance with Section 5.04; 
 (b) carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

 (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or regulations; 
  

 18 







 (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; 
 (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not
materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary; and 
 (g) statutory landlord’s Liens under leases under which the Company or any of its Subsidiaries is a tenant or other Liens on leased property reserved in leases thereof for rent. 
 provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 
 “Permitted Investments” means: 
 (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; 
 (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

 (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the
date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof
which has a combined capital and surplus and undivided profits of not less than $250,000,000; 
 (d) fully collateralized
repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and 
 (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000. 
 “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 (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined
in Section 3(5) of ERISA. 
  

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 “Prepayment Event” means: 
 (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan
Party, other than dispositions described in Section 6.05(a); or 
 (b) any casualty or other insured damage to, or any taking
under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party with a fair value immediately prior to such event equal to or greater than $250,000; or 
 (c) the issuance by the Company of any Equity Interests, or the receipt by the Company of any capital contribution; or 
 (d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01 or permitted by the
Required Lenders pursuant to Section 9.02. 
 “Prime Rate” means the rate of interest per annum publicly announced from time
to time by Chase as its prime rate at its offices at 270 Park Avenue in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 
 “Projections” has the meaning assigned to such term in Section 5.01(e). 
 “Protective Advance” has the meaning assigned to such term in Section 2.04. 
 “Register” has the meaning set forth in Section 9.04. 
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such
Person’s Affiliates. 
 “Rentals” means, with reference to any period, the aggregate fixed amounts payable by the
Company and its Subsidiaries under any operating leases, calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP. 
 “Report” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from information
furnished by or on behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent. 
 “Required Lenders” means, at any time, Lenders having Credit Exposure and unused Commitments representing more than 50% of the sum of
the total Credit Exposure and unused Commitments at such time; provided that, as long as there are only two Lenders, Required Lenders shall mean both Lenders. 
 “Requirement of Law” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 
  

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 “Reserves” means any and all reserves which the Co-Collateral Agents deem necessary, in
their Permitted Discretion, to maintain (including, without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves for rent at locations leased by any Loan Party
and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts to the extent such dilution exceeds 5%, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any
Inventory in transit, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or
potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity
Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in the Company. 
 “Revolving Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and an amount equal to its Applicable Percentage of
the aggregate principal amount of Swingline Loans outstanding at such time, plus an amount equal to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time. 
 “Revolving Loan” means a Loan made pursuant to Section 2.01. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. 
 “Secured Creditors” means the Administrative Agent, the Co-Collateral Agents, the Issuing Bank, all Lenders and their respective
Affiliates to which Secured Obligations are owed by any of the Loan Parties or their Subsidiaries. 
 “Secured Obligations”
means all Obligations, together with all (i) Swap Obligations owing to one or more Lenders or their respective Affiliates and (ii) Banking Services Obligations; provided that at or prior to the time that any transaction relating to
such Swap Obligation is executed, the Lender party thereto (other than Chase) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the
benefits of the Collateral Documents. 
 “Security Agreement” means that certain Pledge and Security Agreement, dated as of
the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Secured Creditors, and any other pledge or security agreement entered into, after the date of this Agreement by any other
Loan Party (as required by this Agreement or any other Loan Document), as the same may be amended, restated or otherwise modified from time to time. 
 “Settlement” has the meaning assigned to such term in Section 2.05(d). 
 “Settlement Date” has the meaning assigned to such term in Section 2.05(d). 
  

 21 







 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one, minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that
may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

 “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to
payment of the Obligations to the written satisfaction of the Administrative Agent in its Permitted Discretion. 
 “Subordination
Agreement” means the Subordination Agreement, dated as of the date hereof, by and between the Administrative Agent, on behalf of the Lenders, and Franklin Mutual. 
 “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power
or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent. 
 “Subsidiary” means any direct or indirect subsidiary of the
Company or a Loan Party, as applicable. 
 “Supermajority Revolving Lenders” means, at any time, Lenders having Credit
Exposure and unused Commitments representing more than 75% of the sum of the total Credit Exposure and unused Commitments at such time. 
 “Swap 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 the Borrowers or the Subsidiaries shall be a Swap Agreement. 
 “Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under, without duplication, (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs,
reversals, terminations or assignments of any Swap Agreement transaction. 
 “Swingline Lender” means Chase, in its capacity
as lender of Swingline Loans hereunder. 
  

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 “Swingline Loan” has the meaning assigned to such term in Section 2.05(a). 

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority. 
 “Total Commitment” means the sum of the Commitments of the Lenders, as the same may be decreased
pursuant to Section 2.09. As of the Effective Date, the amount of the Total Commitment is $150,000,000. 
 “Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder. 
 “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan,
or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate. 
 “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois or any other state the laws of which are required to be applied in connection with the issue of perfection of security
interests. 
 “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are
contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any
guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations. 
 “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E
of Title IV of ERISA. 
 “Working Capital” means, at any date, the excess of current assets of the Company and its
Subsidiaries on such date over current liabilities of the Company and its Subsidiaries on such date, all determined on a consolidated basis in accordance with GAAP. 
 Section 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 
 Section 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (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 to the extent permitted hereunder, (c) the words “herein”, “hereof” and


  

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“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 and (e) 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. 
 Section 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 
 Section 1.05. Co-Collateral Agent Determinations. If a Co-Collateral Agent proposes an adjustment or revision to Borrowing Base advance rates, eligibility standards or Reserves, the other Co-Collateral Agent shall respond to
such proposal in three Business Days. If the Co-Collateral Agents cannot agree on Borrowing Base advance rates, eligibility standards, Reserves or any other action or determination, the determination shall be made by the individual Co-Collateral
Agent either asserting the more conservative credit judgment or declining to permit the requested action for which consent is being sought by the Borrowers, as applicable. 
 Article II 
 The Credits 
 Section 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers
from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Commitment or (ii) the total Revolving Exposures exceeding the
lesser of (A) the Total Commitment and (B) the Aggregate Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and
Section 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. 
 Section 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class. Any Protective Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04 and Section 2.05. 
 (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may
request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Swingline Loan shall be an ABR Loan.
Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to
repay such Loan in accordance with the terms of this Agreement. 
  

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 (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in
an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. ABR Revolving Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of six Eurodollar Borrowings outstanding. 
 (d) Notwithstanding any other provision of this
Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 Section 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the
Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than noon, Chicago time, on the date of the proposed Borrowing; provided that any such
notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: 
 (i) the
name of the applicable Borrower; 
 (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires
comprising such Borrowing; 
 (iii) the date of such Borrowing, which shall be a Business Day; 
 (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
 (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period.” 
 If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

 Section 2.04. Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized
by the Borrowers and the Lenders, from time to time in the Co-Collateral Agents’ Permitted Discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Co-Collateral Agents, in
their Permitted Discretion, deem 

  

 25 







 
necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount
of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs,
fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that the aggregate amount of outstanding
Protective Advances, plus the aggregate Revolving Exposure shall not exceed the aggregate unused Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The
Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s
authorization to make Protective Advances may be revoked at any time by either Co-Collateral Agent and the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt
thereof. At any time that there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance.
At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). 
 (b)
Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased
from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its
participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral
received by the Administrative Agent in respect of such Protective Advance. 
 Section 2.05. Swingline Loans and Overadvances.
(a) The Administrative Agent, the Swingline Lender and the Lenders agree that to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline
Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding
Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a
periodic basis as set forth in Section 2.05(d). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender
solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $25,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds the Aggregate Availability.
All Swingline Loans shall be ABR Borrowings. 
 (b) Any provision of this Agreement to the contrary notwithstanding, at the request of the
Borrower Representative, the Administrative Agent may in the sole discretion of the Co-Collateral Agents (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of the Lenders, in amounts that exceed the Aggregate
Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”); provided that, no Overadvance shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for
so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in
Section 4.02(c) has not been satisfied. All Overadvances shall constitute ABR Borrowings. 

  

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The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time, no Overadvance may
remain outstanding for more than 30 days and no Overadvance shall cause any Lender’s Revolving Exposure to exceed its Commitment; provided that, either Co-Collateral Agent or the Required Lenders may at any time in their Permitted
Discretion revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. 
 (c) Upon the making of a Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has
been requested with respect to such Swingline Loan or Overadvance), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative Agent, as
the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Overadvance in proportion to its Applicable Percentage of the Total Commitment. The Swingline Lender or the Administrative Agent may, at
any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall promptly
distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan. 
 (d) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Lenders on at least
a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the
“Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan
with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur
during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the
Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the
Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07. 
 Section 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative
may request the issuance of Letters of Credit for its own account or for the account of another Borrower, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability
Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers
with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. 
 (b) Notice of
Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile
(or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (prior to 9:00 am, Chicago time, at least three Business Days prior to 

  

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the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit
to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the
applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$25,000,000, and (ii) the total Revolving Exposures shall not exceed the lesser of (A) the Total Commitment and (B) the Aggregate Borrowing Base. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case
of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of
each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal
or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

 (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall
reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrowers Representative shall have received
notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on (i) the
Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Representative
receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05
that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such


  

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Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Borrowers of their obligation to reimburse such LC Disbursement. 
 (f) Obligations Absolute. The Borrowers’ joint
and several obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of 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 Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not 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 Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit 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 Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the Issuing Bank’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 Issuing Bank (as finally determined by
a court of competent jurisdiction), the Issuing Bank 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 Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, 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. 
 (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will
make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

  

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 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the
Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the
Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then
Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of the Issuing
Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of
any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the
term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank 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. 
 (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the
Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC
Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC
Collateral Account”), an amount in cash equal to 105% of the LC Exposure as of such date, plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII.
Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over
such account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by
the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. If the
Borrowers are required to provide an amount of cash 

  

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collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the
Borrowers within three Business Days after all such Defaults have been cured or waived. 
 Section 2.07. Funding of Borrowings.
(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the
Borrower Representative by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e)
shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative Agent. 
 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of
such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the
interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 
 Section 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not
apply to Swingline Borrowings, Overadvances or Protective Advances, which may not be converted or continued. 
 (b) To make an election
pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Revolving
Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower Representative. 
  

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 (c) Each telephonic and written Interest Election Request shall specify the following information in
compliance with Section 2.02: 
 (i) the Borrower and the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and 
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto
after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower Representative fails to deliver a timely Interest Election Request
with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event
of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto. 
 Section 2.09. Termination and Reduction of Commitments. (a) Unless previously
terminated, all Commitments shall terminate on the Maturity Date. 
 (b) The Borrowers may at any time terminate the Commitments upon
(i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each
such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of
such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. 
 (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount
that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
(A) the 

  

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sum of the Revolving Exposures would exceed the lesser of (x) the Total Commitment and (y) the Aggregate Borrowing Base or (B) the total
Revolving Loans, Swingline Loans and LC Exposure of any Borrower would exceed its Borrowing Base. 
 (d) The Borrower Representative shall
notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the
Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 
 Section 2.10. Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender
the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and
(iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the 30th day after such
Overadvance is made. 
 (b) At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement,
on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account the previous Business Day (whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be
outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) and to cash collateralize outstanding LC Exposure. 
 (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the
amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
 (d) The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement. 
 (f) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a 

  

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promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by
the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to
the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 
 Section 2.11. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (e) of this
Section. Each partial prepayment of a Eurodollar Loan shall be in an aggregate principal amount of at least $1,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $500,000 in excess thereof. Any prepayment made
pursuant to this Section 2.11 shall be accompanied by any amounts payable in respect thereof under Section 2.16. 
 (b) Except for
Overadvances permitted under Section 2.05, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (i) the Total Commitment and (ii) the Aggregate Borrowing Base, the Borrowers shall prepay the Revolving
Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. 
 (c) In the event and on each occasion that any Net
Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.11(d) below in an
aggregate amount equal to 100% of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower Representative shall deliver to
the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 90 days after receipt of such Net
Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then either
(i) so long as full cash dominion is not in effect, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate or (ii) if full cash dominion is in effect, if the Net Proceeds
specified in such certificate are to be applied by (A) the Borrowers, then such Net Proceeds shall be applied by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the
Commitment) and upon such application, the Co-Collateral Agents shall establish a Reserve against the Aggregate Borrowing Base and the Borrowing Base of each applicable Borrower in an amount equal to the amount of such proceeds so applied and
(B) any Loan Party that is not a Borrower, then such Net Proceeds shall be deposited in a cash collateral account and in either case, thereafter, such funds shall be made available to the applicable Loan Party as follows: 
 (1) the Borrower Representative shall request a Revolving Loan (specifying that the request is to use Net Proceeds pursuant to this
Section) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed; 
 (2) so long as the conditions set forth in Section 4.02 have been met, the Lenders shall make such Revolving Loan or the Administrative Agent shall release funds from the cash collateral account; and 
 (3) in the case of Net Proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall
be reduced by the amount of such Revolving Loan; 
  

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 provided that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such
90-day period, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied; provided, further that the Borrowers shall not be permitted to make elections to use Net Proceeds to
acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) with respect to Net Proceeds in any fiscal year in an aggregate amount in excess of $500,000. 
 (d) All such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that may be
outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the Commitment and to cash collateralize outstanding LC Exposure. If the precise amount of insurance or
condemnation proceeds allocable to Inventory as compared to Equipment, Fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Co-Collateral Agents, in their Permitted
Discretion. 
 (e) The Borrower Representative shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not
later than 10:00 a.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that
would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. 
 Section 2.12. Fees. (a) The
Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at a per annum rate equal to (i) 0.375% at any time that the Aggregate Credit Exposure is equal to or less than 50% of the
aggregate amount of the Commitments of the Lenders and (ii) 0.25% at any time that the Aggregate Credit Exposure is greater than 50% of the aggregate amount of the Commitments of the Lenders, in each case, on the average daily amount of the
Available Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day of
each calendar month and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed. 
 (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation
fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure 

  

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(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed. 
 (c) The Borrowers agree to pay to the Administrative Agent and the Co-Collateral Agents each for their own
accounts, fees payable in the amounts and at the times separately agreed upon between the Borrowers and/or Borrower Representative, on the one hand, and the Administrative Agent and/or either or both Co-Collateral Agents, on the other hand.

 (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the
Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 
 Section 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the
Alternate Base Rate, plus the Applicable Rate. 
 (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing, plus the Applicable Rate. 
 (c) Each Protective
Advance and each Overadvance shall bear interest at the Alternate Base Rate, plus the Applicable Rate for Revolving Loans, plus 2%. 
 (d) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower Representative (which
notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear
interest at 2%, plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2%,
plus the rate applicable to such fee or other obligation as provided hereunder. 
 (e) Accrued interest on each Loan (for ABR
Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph
(d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall
be payable on the effective date of such conversion. 
  

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 (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest
computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and, in each case, shall be payable for the actual
number of days elapsed. The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 
 Section 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 
 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist
for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
 (b) the Administrative Agent is
advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period; 
 then the Administrative Agent shall give notice thereof to the Borrower Representative and the
Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing. 
 Section 2.15. Increased Costs. (a) If any Change in Law
shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 
 (ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar
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 of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 
 (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of
such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a
level below that 

  

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which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing
Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Failure or delay
on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower
Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 
 Section 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert
or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid,
at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
 Section 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making 

  

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all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as
the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law. 
 (b) In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law. 
 (c) The Borrowers shall jointly and severally indemnify the Administrative
Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with
respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower Representative by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrower
Representative 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. 
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which any Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower Representative (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower Representative as will permit such payments to be made
without withholding or at a reduced rate. 
 (f) If the Administrative Agent or a Lender determines, in its Permitted Discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrowers (but
only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay
the amount paid over to the Borrowers, (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrowers or any other Person. 
  

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 Section 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The
Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16 or Section 2.17, or otherwise) prior to 2:00
p.m., Chicago time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 120 South LaSalle Street, Chicago, Illinois, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16 or Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in United States dollars. At all times that full cash
dominion is in effect pursuant to Section 7.3 of the Security Agreement, solely for purposes of determining the amount of Loans available for borrowing purposes, checks (in addition to immediately available funds applied pursuant to Section
2.10(b)) from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the Business Day after receipt, subject to actual collection. 
 (b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection
Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct,
such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Co-Collateral Agents and the Issuing Bank from the Borrowers (other than in
connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay
interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Overadvances and
Protective Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to 105%
of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eight, to payment of any amounts owing with respect to
Banking Services and Swap Obligations, and ninth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration
date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment
required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

  

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 (c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements,
fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder
whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent. Each
Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and
agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and
that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03, Section 2.04 or Section 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the
Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. 
 (d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary 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 participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the
Borrowers pursuant to and in accordance with the express terms of this Agreement or 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 LC Disbursements to any
assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower 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 such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of such Borrower in the amount of such participation. 
 (e) Unless the Administrative Agent shall have received notice from the
Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that
the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact
made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. 
  

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 (f) If any Lender shall fail to make any payment required to be made by it hereunder, then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until
all such unsatisfied obligations are fully paid. 
 Section 2.19. Mitigation Obligations; Replacement of Lenders. If any Lender
requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then: 
 (a) such Lender shall 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 2.15 or Section 2.17, 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 (and the Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment); 
 (b) the Borrowers may, at their sole expense and effort, require such
Lender or any Lender that defaults in its obligation to fund Loans hereunder (herein, a “Departing Lender”), upon notice to the Departing Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld,
(ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 
 Section 2.20. Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the
Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a
preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment
or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender
in reliance upon such payment or application of proceeds. The provisions of this Section 2.20 shall survive the termination of this Agreement. 
  

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 Article III 
 Representations and Warranties 
 Each Loan Party represents and warrants to the Lenders that:

 Section 3.01. Organization; Powers. Each of the Loan Parties and each of its Subsidiaries is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 
 Section 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly
authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. 
 Section 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings
necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result in a material default under any
material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents. 
 Section 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2006, reported on by Grant Thornton LLP, independent public accountants, and (ii) as of and for the fiscal
month and the portion of the fiscal year ended January 31, 2007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of
the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

 (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
December 31, 2006. 
 Section 3.05. Properties. (a) As of the date of this Agreement, Schedule 3.05 sets forth
the address of each parcel of real property that is owned or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no material default by any party to
any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than those permitted by Section 6.02.

  

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 (b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, trade names,
copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof by the Loan
Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person. 
 Section 3.06.
Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan
Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect or (ii) that involve this Agreement or the Transactions. 
 (b) (i) No Loan Party nor any of its Subsidiaries has
received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability except for the Disclosed Matters and (ii) and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law or (2) has become subject to any Environmental Liability. 
 (c) Since the date of this
Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Section 3.07. Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. No Default has occurred and is continuing. 
 Section 3.08. Investment Company Status. No Loan Party nor any of
its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 
 Section 3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to
do so could not be expected to result in a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes. 
 Section 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not,
as of the date of the most recent financial statements reflecting such amounts, exceed by more than the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the 

  

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date of the most recent financial statements reflecting such amounts, exceed by more than the fair market value of the assets of all such underfunded Plans.
Nothing in this Section 3.10 shall prohibit Borrowers from assuming unfunded or underfunded obligations for a sum certain amount of one or more Acquisition Targets, provided that, without the Administrative Agent’s prior written consent,
the total amount of such assumed obligations shall not exceed $2,500,000 in the aggregate. 
 Section 3.11. Disclosure. Each
Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this
Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date. 
 Section 3.12. Material Agreements. All material agreements and contracts to which any Loan Party is a party or is bound as of the date of this Agreement are listed on Schedule 3.12. No Loan Party is in material default in
the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness in excess
of $1,000,000. 
 Section 3.13. Solvency. (a) Immediately after the consummation of the Transactions to occur on the
Effective Date, (i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each Loan Party
will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Loan
Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Loan Party will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date. 
 (b) No Loan
Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash
to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. 
 Section 3.14. Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties
and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Company and its Subsidiaries is adequate.

 Section 3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the
name and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrowers’ authorized Equity Interests, of which all of such issued shares are validly
issued, outstanding, fully paid and non-assessable, and owned 

  

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beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Company and each of its Subsidiaries.
All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable. 
 Section 3.16. Security Interest in Collateral. With respect to Collateral the granting and perfection of a Lien on which is governed by the
UCC, the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Creditors, and such Liens
constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of
(a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession or
compliance with applicable certificate of title laws to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral or has not had its Lien noted on Collateral subject to any such certificate of title
laws. 
 Section 3.17. Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan
Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in material violation of the Fair Labor Standards Act or any
other applicable Federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan Party or such Subsidiary. 
 Section 3.18. Affiliate Transactions. Except as set forth on Schedule 3.18, as of the date of this Agreement, there are no existing or proposed agreements, arrangements, understandings, or transactions between any Loan
Party and any of the officers, members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries) of any Loan Party or any members of their respective immediate families, and none of the
foregoing Persons are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which
competes with any Loan Party. 
 Section 3.19. Common Enterprise. The successful operation and condition of each of the Loan
Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance and operation of each other
Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of
the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance
of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest. 
  

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 Article IV 
 Conditions 
 Section 4.01. Effective Date. The obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): 
 (a) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either
(A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the
transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan
Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in substantially the form of Exhibit B-1 and Exhibit B-2. 
 (b) Financial Statements and Projections. The Lenders shall have received (i) audited consolidated and consolidating financial statements of the Company for the 2004 and 2005 fiscal years,
(ii) unaudited consolidated and consolidating financial statements of the Company for each fiscal month in 2007 (through February), and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any
material adverse change in the consolidated financial condition of the Company, as reflected in the financial statements, (iii) all other financial statements for completed or pending acquisitions that are required under Regulation S-X of
the Securities Act of 1933, as amended, and (iv) satisfactory annual projections through December 31, 2011, including monthly projections for the 12 months ending December 31, 2007. 
 (c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received
(i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution,
delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it
is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true
and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization. 
 (d) No Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer of each Borrower, on
the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct in all material respects as of such date, and
(iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent. 
 (e) Fees. The Lenders,
the Co-Lead Arrangers and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective
Date. All such 

  

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amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative
to the Administrative Agent on or before the Effective Date. 
 (f) Lien Searches. The Administrative Agent shall have received the
results of a recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or
prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. 
 (g) Pay-Off
Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties
constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit. 
 (h) Funding Accounts. The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the
“Funding Accounts”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. 
 (i) Customer List. The Administrative Agent shall have received a true and complete list of customers of each of the Borrowers. 
 (j) Collateral Access and Control Agreements. The Administrative Agent shall have received each (i) Collateral Access Agreement required to
be provided pursuant to Section 4.13 of the Security Agreement and (ii) Deposit Account Control Agreement required to be provided pursuant to Section 4.14 of the Security Agreement. 
 (k) Borrowing Base Certificate. The Co-Collateral Agents shall have received an Aggregate Borrowing Base Certificate in form and substance
satisfactory to the Co-Collateral Agents which calculates the Aggregate Borrowing Base and a Borrowing Base Certificate in form and substance satisfactory to the Co-Collateral Agents from each Borrower which calculates the Borrowing Base of such
Borrower. 
 (l) Closing Aggregate Availability. After giving effect to all Borrowings to be made on the Effective Date and the
issuance of any Letters of Credit on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, the Borrowers’ Aggregate Availability shall
not be less than $70,000,000. 
 (m) Pledged Equity Interests; Transfer Powers; Pledged Notes. The Administrative Agent shall have
received (i) the certificates representing Equity Interests pledged pursuant to the Security Agreement, together with an undated transfer power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and
(ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. 
 (n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the
Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation. 
  

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 (o) Environmental Reports. The Administrative Agent shall have received environmental review
reports with respect to the real properties of the Borrowers and their Subsidiaries specified by the Administrative Agent from firm(s) satisfactory to the Co-Collateral Agents, which review reports shall be acceptable to the Co-Collateral Agents.

 (p) Insurance. The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably
satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the Security Agreement. 
 (q) Approvals. The Co-Collateral Agents shall have received evidence that all necessary consents, permits, licenses and approvals (governmental or otherwise) required for the execution, delivery and performance
by each Loan Party of the Loan Documents have been duly obtained and are in full force and effect. 
 (r) Franklin Documents &
Subordination Agreement. The Administrative Agent shall have received copies of the Franklin Documents certified by the Secretary or Assistant Secretary of the Company as true, correct and complete copies of such documents. In addition, the
Administrative Agent shall have received the Subordination Agreement, duly executed by Franklin Mutual. 
 (s) Other Documents. The
Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested. 
 The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 4:00 p.m., Chicago time, on April 30, 2007 (and, in
the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). 
 Section 4.02. Each Credit
Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
 (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on
and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. 
 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

 (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than
zero. 
  

 49 







 Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. 
 Article V 
 Affirmative Covenants 
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the
Lenders that: 
 Section 5.01. Financial Statements; Borrowing Base and Other Information. The Borrowers will furnish to the
Administrative Agent and each Lender: 
 (a) within 120 days after the end of each fiscal year of the Company, its
audited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by Grant Thornton LLP or such other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated and consolidating financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated and
consolidating basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants; 
 (b) subject to Section 5.14(b), within 30 days after the end of each fiscal month of the Company, its consolidated and consolidating balance sheet and related statements of operations and cash flows as of the end of and for such fiscal
month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated and consolidating basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; 
 (c) concurrently with any
delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D (i) certifying, in the case of the financial statements
delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (iii) setting forth the Fixed Charge Coverage Ratio (and reasonably detailed calculations thereof regardless of whether such financial covenant is applicable during such period) as of the then applicable fiscal quarter-end,
including a month-by-month calculation of the Fixed Charge Coverage Ratio for each of the 12 months ending as of the then applicable fiscal quarter-end, and, if applicable, demonstrating compliance with Section 6.12, and (iv) stating
whether any change in GAAP or in 

  

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the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying such certificate; 
 (d) [Reserved] 

(e) as soon as available, but in any event not more than 30 days prior to the end of each fiscal year of the Company, a copy of the
plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Company and its Subsidiaries for each month of the upcoming fiscal year (the “Projections”) in
form reasonably satisfactory to the Co-Collateral Agents; 
 (f) as soon as available but in any event within 20 days of the
end of each calendar month, and at such other times as may be requested by the Co-Collateral Agents if Aggregate Availability at such time is less than $35,000,000, as of the period then ended, an Aggregate Borrowing Base Certificate,
together with a Borrowing Base Certificate for each Borrower which calculates such Borrower’s Borrowing Base, and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base, as the
Co-Collateral Agents may reasonably request; 
 (g) as soon as available but in any event within 20 days of the end of each
calendar month and at such other times as may be requested by the Co-Collateral Agents if Aggregate Availability at such time is less than $35,000,000, as of the period then ended, all delivered electronically in a text formatted file acceptable to
the Co-Collateral Agents: 
  

	 	(i)	a detailed aging of the Borrowers’ Accounts (1) including all invoices aged by invoice date and due date and (2) reconciled to the Aggregate Borrowing Base
Certificate and the Borrowing Base Certificate of each Borrower delivered as of such date prepared in a manner reasonably acceptable to the Co-Collateral Agents, together with a summary specifying the name, address, and balance due for each Account
Debtor; 

  

	 	(ii)	a schedule detailing the Borrowers’ Inventory, in form reasonably acceptable to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory
located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost
(determined on a first-in, first-out basis) or market and adjusted for Reserves as the Co-Collateral Agents have previously indicated to the Borrower Representative are deemed by the Co-Collateral Agents to be appropriate in their Permitted
Discretion, (2) including a report of any variances or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued
by Borrowers and complaints and claims made against the Borrowers), and (3) reconciled to the Aggregate Borrowing Base Certificate and the Borrowing Base Certificate of each Borrower delivered as of such date; 

  

	 	(iii)	a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from
Eligible Accounts and Eligible Inventory and the reason for such exclusion; 

  

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	 	(iv)	a reconciliation of the Borrowers’ Accounts and Inventory between the amounts shown in the Borrowers’ general ledger and financial statements and the reports delivered
pursuant to clauses (i) and (ii) above; and 

  

	 	(v)	a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this Agreement; 

 (h) as soon as available but in any event within 20 days of the end of each calendar month and at such other times as may be requested by
the Co-Collateral Agents, as of the month then ended, a schedule and aging of the Borrowers’ accounts payable, delivered electronically in a text formatted file acceptable to the Co-Collateral Agents; 
 (i) as soon as available but in any event within 20 days of the end of each calendar quarter, as of the quarter then ended, and at such
other times as may be requested by the Co-Collateral Agents, a list of all customer addresses, delivered electronically in a text formatted file acceptable to the Co-Collateral Agents; 
 (j) promptly upon either Co-Collateral Agent’s request: 
  

	 	(i)	copies of invoices in connection with the invoices issued by the Borrowers in connection with any Accounts, credit memos, shipping and delivery documents, and other information
related thereto; 

  

	 	(ii)	copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any Loan Party; and 

  

	 	(iii)	a schedule detailing the balance of all intercompany accounts of the Loan Parties; 

 (k) as soon as available but in any event within 20 days of the end of each calendar week and at such other times as may be reasonably
requested by the Co-Collateral Agents, as of the period then ended, the Borrowers’ sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal; 
 (l) as soon as possible and in any event within 10 days of filing thereof, copies of all tax returns filed by any Loan Party with the U.S.
Internal Revenue Service; 
 (m) within 10 days of each March 31 and September 30, an updated customer list for each
Borrower and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Borrower Representative; 
 (n) as soon as possible and in any event within ten days after the end of each calendar month, a detailed listing of all advances of
proceeds of Loans requested by the Borrower Representative for each Borrower during the immediately preceding calendar month and a detailed listing of all intercompany loans made by the Borrowers during such calendar month; 
 (o) [Reserved] 
  

 52 







 (p) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by any Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national
securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; 
 (q) if applicable,
promptly after Moody’s or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and 
 (r) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of
any Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, either Co-Collateral Agent or any Lender may reasonably request. 
 Section 5.02. Notices of Material Events. The Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the
following: 
 (a) the occurrence of any Default; 
 (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party
that (i) seeks damages in excess of $100,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the
material violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $100,000, or (vii) involves any product recall;

 (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; 
 (d) any loss, damage, or destruction to the Collateral in the amount of $100,000 or more, whether or not covered by insurance; 

(e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located
(which shall be delivered within two Business Days after receipt thereof); 
 (f) all material amendments to any real estate
lease or other material agreements, together with a copy of each such amendment; 
 (g) the fact that a Loan Party has entered
into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); 
 (h) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $100,000; and 
 (i) any other
development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
  

 53 







 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive
officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 
 Section 5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the
conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted. 
 Section 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and
all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such
Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect. 
 Section 5.05. Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain
all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. 
 Section 5.06. Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities and (ii) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants,
lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase
II studies, to conduct field examinations of Accounts and Inventory and appraisals of Inventory pursuant to Section 5.11, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times
and as often as reasonably requested. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for
internal use by the Administrative Agent and the Lenders. 
 Section 5.07. Compliance with Laws. Each Loan Party will, and will
cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

Section 5.08. Use of Proceeds. The proceeds of the Loans will be used only to finance the working capital needs of the Borrowers and their
respective Subsidiaries in the ordinary course of business, to refinance existing indebtedness of the Company, and to pay fees and expenses incurred in connection therewith and for other general corporate purposes. No part of the proceeds of any
Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 
  

 54 







 Section 5.09. Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain
with financially sound and reputable carriers having a financial strength rating of at least A+ by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and
loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the
same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, information in
reasonable detail as to the insurance so maintained. 
 Section 5.10. Casualty and Condemnation. The Borrowers (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the
Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are
collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents. 
 Section 5.11.
Appraisals; Field Examinations. (a) If no Default has occurred and is continuing and Aggregate Availability is $35,000,000 or greater, the Loan Parties shall, at their sole expense, (i) (A) once during any Fiscal Year, at the
request of the Co-Collateral Agents, provide the Co-Collateral Agents with appraisals or updates of their Inventory from an appraiser selected and engaged by the Co-Collateral Agents and reasonably acceptable to the Borrower Representative, and
prepared on a basis satisfactory to the Co-Collateral Agents, such appraisals and updates to include, without limitation, information required by applicable law, rules and regulations and by the internal policies of the Co-Collateral Agents and
(B) during any Fiscal Year, at the request of the Required Lenders and/or either Co-Collateral Agent, provide the Co-Collateral Agents with a second such appraisal or update of their Inventory and (ii) up to and including two times during
any Fiscal Year, at the request of the Co-Collateral Agents, permit the Co-Collateral Agents or their authorized representatives to conduct field examinations and audits of the Loan Parties. 
 (b) If a Default has occurred and is continuing and/or Aggregate Availability is less than $35,000,000, the Loan Parties shall, at their sole expense,
(i) provide the Co-Collateral Agents with appraisals or updates of their Inventory from an appraiser selected and engaged by the Co-Collateral Agents, and prepared on a basis satisfactory to the Co-Collateral Agents, such appraisals and updates
to include, without limitation, information required by applicable law and regulations and by the internal policies of the Co-Collateral Agents as the Co-Collateral Agents deem necessary, without limitation on the number or frequency of such
additional appraisals or updates and (ii) at the request of the Co-Collateral Agents, permit the Co-Collateral Agents or their authorized representatives to conduct field examinations and audits of the Loan Parties, without limitation on the
number or frequency of such field examinations or audits. 
 Section 5.12. Depository Banks. The Borrowers and their Subsidiaries
will maintain the Administrative Agent as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business. 
 Section 5.13. Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan
Party shall cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto
(the “Joinder  

  

 55 







 
Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon
shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of
such Loan Party which constitutes Collateral, excluding any parcel of real property owned by any Loan Party and improvements thereto or any interest therein. 
 (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage
that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed
dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Borrower or any of its Domestic
Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably
request. 
 (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be
executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of
trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and
conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. 
 (d) If any material assets (excluding any real property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary
that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will
notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause
the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the
Loan Parties. 
 Section 5.14. Post-Closing Covenants. 
 (a) Deposit Accounts. The Loan Guarantors shall have delivered to the Administrative Agent the Deposit Account Control Agreements required pursuant
to Section 4.14 of the Security Agreement. 
 (b) March 2007 Financial Statements. The Company shall have delivered to the
Administrative Agent on or before June 30, 2007, its consolidated and consolidating balance sheet and related statements of operations and cash flows as of the end of and for the fiscal month ended March 31, 2007, and the then elapsed
portion of the fiscal year, setting forth in each case in comparative 

  

 56 







 
form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified
by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes. 
 (c) 2006 Audited Financials. The Company shall
have delivered to the Lenders its audited consolidated and consolidating financial statements for its fiscal year ended December 31, 2006, on or before May 14, 2007. 
 Article VI 
 Negative Covenants 
 Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under
any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lenders that: 
 Section 6.01. Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness,
except: 
 (a) the Secured Obligations; 
 (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any
such Indebtedness in accordance with clause (f) hereof; 
 (c) Indebtedness of any Borrower to any Subsidiary and of any
Subsidiary to any Borrower or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04 and
(ii) Indebtedness of any Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the
Administrative Agent; 
 (d) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or any Subsidiary that is a Loan Party of Indebtedness of any
Subsidiary that is not a Loan Party shall be subject to Section 6.04(a)Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the
Indebtedness so Guaranteed is subordinated to the Secured Obligations; 
 (e) Indebtedness of any Borrower or any Subsidiary
incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed
$2,500,000 at any time outstanding; 
  

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 (f) Indebtedness which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clauses (b), (e), (i) and (j) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such
Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such
extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not less favorable to
the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the
refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended
Indebtedness; 
 (g) Indebtedness owed to any person providing workers’ compensation, health, disability or other
employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business; 
 (h) Indebtedness of any Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business; 
 (i) Indebtedness of any Person that becomes a
Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed $1,000,000 at any time outstanding; 
 (j) Indebtedness owing to Franklin Mutual pursuant to the Franklin Documents; 
 (k) Indebtedness of any Borrower or
any Subsidiary under Swap Agreements permitted under Section 6.07; and 
 (l) other unsecured Indebtedness in an
aggregate principal amount not exceeding $1,000,000 at any time outstanding. 
 Section 6.02. Liens. No Loan Party will, nor will
it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any
thereof, except: 
 (a) Liens created pursuant to any Loan Document; 
 (b) Permitted Encumbrances; 
  

 58 







 (c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the
date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 
 (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of
Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured
thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower
or Subsidiary; 
 (e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition
thereof by any Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that
(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and
(iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof; 
 (f) Liens of a collecting bank arising in the ordinary course of business under
Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; 
 (g) Liens arising out of sale and leaseback transactions permitted by Section 6.06; 
 (h)
Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary; and 
 (i) a Lien in favor of Franklin Mutual on the assets of the Borrowers provided such Lien is subordinated to the Lien in favor of the
Administrative Agent for the benefit of the Lenders pursuant to a written subordination agreement in form and substance reasonably satisfactory to the Administrative Agent. 
 Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under clause (a) of the
definition of Permitted Encumbrance and clause (a) above and (2) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and clause (a) above. 
 Section 6.03. Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing
(i) any Subsidiary of any Borrower may merge into a Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Loan Party (other than a Borrower) may merge into any Loan Party in a transaction in which the


  

 59 







 
surviving entity is a Loan Party and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary
determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. 
 (b) No Loan Party will, nor will
it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related
thereto. 
 (c) No Loan Party will, nor will it permit any of its Subsidiaries to, change its fiscal year end (which as of the Effective Date
is December 31 of each calendar year). 
 Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Loan
Party will, nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any equity interest, evidences of
indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

 (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Lenders or otherwise
subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Lenders; 
 (b) investments and Guaranties in existence on the date of this Agreement and described in Schedule 6.041; 
 (c) investments by the Borrowers and the Subsidiaries in Equity
Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations applicable to common stock of a Foreign
Subsidiary referred to in Section 5.13) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to
Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); 
 (d) loans or advances made by any Borrower to any Subsidiary and made by any Subsidiary to any other Borrower or any other Subsidiary, provided
that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not
Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding (in
each case determined without regard to any write-downs or write-offs); 


	 1
	 List the Metal Management guaranty on this schedule.



  

 60 







 (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the
aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding
intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); 
 (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for
travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $25,000 to any employee and up to a maximum of $100,000 in the aggregate at any one time outstanding; 
 (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party
pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; 
 (h) investments in the form of Swap Agreements permitted by Section 6.07; 
 (i) investments of any Person
existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a permitted acquisition) so long as such investments were not made in
contemplation of such Person becoming a Subsidiary or of such merger; 
 (j) investments received in connection with the dispositions of
assets permitted by Section 6.05; 
 (k) investments constituting deposits described in clauses (c) and (d) of the definition of
the term “Permitted Encumbrances”; 
 (l) Investments of any Borrower or any Subsidiary in Swap Agreements permitted under
Section 6.07; 
 (m) the Company’s existing equity investment in Metalmax, L.L.C. in the original amount of $110,000; 

(n) the non-recourse pledge to Guaranty Bank of a certificate of deposit in the amount of $50,000 to secure the obligations of Metalmax, L.L.C., to
Guaranty Bank; and 
 (o) Equity investments by the Company in the Equity Interests of any Acquisition Target or of a new entity established
to purchase substantially all of the assets of or equity in any Acquisition Target sufficient to give the Company Control of such Acquisition Target or new entity, provided prior to each such investment, Borrowers fully comply with the following:

 (i) Borrowers shall deliver to the Administrative Agent a certificate, in form and substance satisfactory to the
Administrative Agent, stating that Borrowers will be in compliance on a pro-forma basis the each financial covenant set forth in Section 6.12 below as of the testing period immediately following the proposed acquisition and providing supporting
calculations therefor; 
  

 61 







 (ii) Borrowers shall deliver to the Administrative Agent each of the following with
respect to the Acquisition Target, each in form and substance satisfactory to Administrative Agent: (i) financial statements, including, without limitation, balance sheets, statements of income and retained earnings and cash flow statements,
for the previous three fiscal years and for the most recent interim year-to-date period available, unless such statements do not exist; (ii) a current accounts receivable aging report, and (iii) a current inventory report; 
 (iii) Borrowers shall deliver to the Administrative Agent pro-forma combined statements of income and retained earnings for Borrowers and
the proposed Acquisition Target for the three (3) year period after the proposed date of acquisition, together with a combined balance sheet for Borrowers and the Acquisition Target as of the date of closing the proposed acquisition, each in
form and substance satisfactory to the Administrative Agent; and 
 (iv) the applicable Acquisition Target shall have executed
a Joinder Agreement and such other agreements, documents and instructions as the Administrative Agent may request in connection therewith; and 
 (v) unsecured Guaranties by a Borrower in the ordinary course of business of the trade payables of any of its Subsidiaries; 
 provided, however, that with respect to each Acquisition Target, other than any Acquisition Target for which the purchase price (which shall include all transaction costs and all indebtedness, liabilities and contingent obligations incurred
or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of the Borrowers and the Acquisition Target) is less than $10,000,000, the Required Lenders may approve or deny such acquisition in their sole reasonable
discretion based upon their review of the information described in subsections (i) through (iii) of this Section 6.04(o) and such approval or denial shall be provided by the Required Lenders to Borrowers within 10 Business Days after
the Lenders receive the information described in subsections (i) through (iii) above; provided, further, that with respect to any Acquisition Target for which the purchase price (which shall include all transaction costs and all
indebtedness, liabilities and contingent obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrowers and Target) is less than $10,000,000, the Required Lenders shall consent to such
acquisitions provided Borrowers fully satisfy all of the conditions precedent set forth in subsections (i) through (iv) of this Section 6.04(o). Notwithstanding the foregoing, no Acquisition Target’s Eligible Accounts or Eligible
Inventory will be included in the Borrowing Base unless and until such time as (i) the Co-Collateral Agents have completed a full audit and review of such Acquisition Target and the results of such audit and review are satisfactory to the
Co-Collateral Agents in their sole discretion, and (ii) the Co-Collateral Agents have received a copy of a current due diligence report prepared by external certified public accountants at the request of Borrowers on such Acquisition Target and
the results of such due diligence report are satisfactory to the Co-Collateral Agents, in their sole reasonable discretion. 
 Section 6.05. Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary
to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: 
 (a) sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; 
  

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 (b) sales, transfers and dispositions to any Borrower or any Subsidiary, provided that any such
sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09; 
 (c) sales,
transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; 
 (d) sales,
transfers and dispositions of investments permitted by clauses (i) and (k) of Section 6.04; 
 (e) sale and leaseback transactions
permitted by Section 6.06; 
 (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and 
 (g) sales, transfers and
other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of
all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed $100,000 during any fiscal year of the Borrowers; 
 provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and for at least 80% cash consideration.

 Section 6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less
than the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset. 
 Section 6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary.

 Section 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any
Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Borrower may declare and pay dividends with respect to its
Equity Interests payable solely in additional shares of its common stock; (ii) Subsidiaries of the Company may declare and pay dividends ratably with respect to their Equity Interests; (iii) provided no Default then exists, or would be
created thereby, the Borrowers may make Restricted Payments, not exceeding $250,000, in the aggregate, during any fiscal year, pursuant to and in accordance with profit sharing plans for management or employees of 

  

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the Borrowers and their Subsidiaries; and (iv) cash dividends in respect of the Company’s Equity Interests, provided that on the date on
which any such dividends are made under the foregoing clause (iv) are made (A) no Default shall have occurred and be continuing or would result therefrom, and (B) Aggregate Availability shall be $35,000,000 or greater prior to and
immediately after such dividend is made by the Company. 
 (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay
or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 
 (i) payment of Indebtedness created under the Loan Documents; 
 (ii) payment of regularly scheduled interest and regularly scheduled principal payments as and when due in respect of any Indebtedness,
other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; 
 (iii)
refinancings of Indebtedness to the extent permitted by Section 6.01; and 
 (iv) payment of secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness. 
 Section 6.09. Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any Subsidiary that is a Loan Party not involving any other Affiliate, (c) any investment permitted by Section 6.04(c)
or Section 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees
to directors of any Borrower or any Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the
Borrowers or their Subsidiaries in the ordinary course of business, (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and
stock ownership plans approved by a Borrower’s board of directors and (i) the transactions described on Schedule 6.09 regarding the success fee that may become payable to Craig T. Bouchard and James P. Bouchard. 
 Section 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or
assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its equity interest or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of
any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing
on the date hereof identified on Schedule 6.10 (but shall apply to any 

  

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amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such
Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof. 
 Section 6.11. Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness,
(b) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, or (c) any other material agreement, in the case of clauses (a), (b) and (c), to the extent any such
amendment, modification or waiver would be adverse to the Lenders. 
 Section 6.12. Fixed Charge Coverage Ratio. If, during any
fiscal quarter of the Company, Aggregate Availability falls below $35,000,000, then the Borrowers will not permit the Fixed Charge Coverage Ratio to be less than 1.10 to 1.00. 
 Article VII 
 Events of Default 
 If any of the following events (“Events of Default”) shall occur: 
 (a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of three Business Days; 
 (c) any representation or warranty
made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; 
 (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01, Section 5.02(a),
Section 5.03 (with respect to a Loan Party’s existence), Section 5.08, Section 5.11 or Section 5.14 or in Article VI; 
 (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article), and such failure shall continue
unremedied for a period of (i) 10 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach 

  

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relates to terms or provisions of Section 5.02 (other than Section 5.02(a)), Section 5.03 through Section 5.07, Section 5.09, Section 5.10 or Section 5.12 of
this Agreement or (ii) 30 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or
provisions of any other Section of this Agreement; 
 (f) any Loan Party or any Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable notice and cure periods with respect thereto (and excluding
payments which are being contested in good faith by the applicable Loan Party, provided such Loan Party provides to the Administrative Agent a written detailed explanation of the basis for contesting such payments promptly after such Loan Party
fails to make any such payments); 
 (g) any event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness; 
 (h) an involuntary proceeding shall
be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any
Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

 (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party
or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing; 
 (j) any Loan Party or any
Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
 (k) one or more judgments for the payment of money in an aggregate amount in excess of $100,000 shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, vacated, bonded or insured (and the insurer has assumed responsibility in writing) or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party 

  

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to enforce any such judgment or any Loan Party or any Subsidiary of any Loan Party shall fail within 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; 
 (l) (i) an ERISA Event shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, or (ii) a Lien shall be imposed against the assets of any Loan Party or ERISA Affiliate under
section 412 of the Code or under ERISA; 
 (m) a Change in Control shall occur; 
 (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the
terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; 
 (o) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries or Affiliates to discontinue or to assert the invalidity or unenforceability of
the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is
a party, or shall give notice to such effect; 
 (p) any Collateral Document shall for any reason fail to create a valid and
perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; or 
 (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is
not valid, binding and enforceable in accordance with its terms); 
 then, and in every such event (other than an event with respect to the Borrowers
described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either
or both of the following actions, at the same or different times: (i)terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii)declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect
to the Borrowers described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall automatically 

  

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become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the
occurrence and the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or
equity, including all remedies provided under the UCC. 
 Article VIII 
 The Administrative Agent and Co-Collateral Agents 
 Each of the Lenders and the
Issuing Bank hereby irrevocably appoints the Administrative Agent as its administrative agent and each of the Co-Collateral Agents as its collateral agent, authorizes the Administrative Agent to take such actions on its behalf, including execution
of the other Loan Documents, and authorizes the Administrative Agent and the Co-Collateral Agents to exercise such powers as are delegated to the Administrative Agent and the Co-Collateral Agents, respectively, by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto. 
 Each Person serving as the Administrative Agent and/or a
Co-Collateral 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 or a Co-Collateral Agent, and such Person and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or a Co-Collateral Agent hereunder.

 Neither the Administrative Agent nor the Co-Collateral Agents shall have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) neither the Administrative Agent nor the Co-Collateral Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing, (b) neither the Administrative Agent nor the Co-Collateral Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan
Documents that the Administrative Agent or the Co-Collateral Agents are required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Co-Collateral Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or Co-Collateral Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor the
Co-Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor the Co-Collateral Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent or the Co-Collateral Agents by the Borrower Representative or a Lender, and the Administrative Agent or the Co-Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the
creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent or the Co-Collateral Agents. 
  

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 The Administrative Agent and the Co-Collateral Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent and the
Co-Collateral Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent and the Co-Collateral Agents
may consult with legal counsel (who may be counsel for the Borrowers), 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. 
 The Administrative Agent and the Co-Collateral Agents may perform any and all of their duties and exercise their
rights and powers by or through any one or more sub-agents appointed by the Administrative Agent and/or the Co-Collateral Agents. The Administrative Agent and the Co-Collateral Agents and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and the Co-Collateral Agents and
any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and the Co-Collateral Agents. 
 Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent and the
Co-Collateral Agents may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon
the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the Co-Collateral
Agents, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrowers and such successor. After the resignation of the Administrative Agent or either Co-Collateral Agent (or both) hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent or Co-Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Co-Collateral Agent.

 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or either Co-Collateral 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 Agreement. Each Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or either Co-Collateral Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. 
  

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 Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf
of the Administrative Agent and/or the Co-Collateral Agents; (b) none of the Co-Collateral Agents or the Administrative Agent (i) makes any 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 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 Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’
personnel and that none of the Co-Collateral Agents or the Administrative Agent undertakes any 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 Loan Party or 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, the Co-Collateral Agents 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. 
 Any Lender identified herein as a Syndication Agent, Documentation Agent, Managing Agent, Manager, Lead Arranger, Arranger or any other corresponding title, other than “Administrative Agent” and
“Co-Collateral Agent,” shall have no right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document except those applicable to all Lenders as such; provided, however, that the foregoing shall
not be construed to diminish the obligations, if any, of the Administrative Agent and/or the Co-Collateral Agents to the Loan Parties expressly set forth in any of the Loan Documents. Each Lender acknowledges that it has not relied, and will not
rely, on any Lender so identified in deciding to enter into this Agreement or in taking or not taking any action hereunder. 
 Article IX

 Miscellaneous 
 Section 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: 
 (i) if to any Loan Party, to the Borrower Representative at: 
  

									
		 	 Esmark Incorporated
	 		 		 	
		 	 2500 Euclid Avenue
	 		 		 	
		 	 Chicago Heights, Illinois
	 		 		 	
		 	 60411
	 		 		 	
		 	 Attention: John Krupinski
	 		 		 	
		 	 Telecopy: 708-756-0099
	 		 		 	
		 	 Telephone: 708-756-0400
	 		 		 	

 (ii) if to JPMorgan Chase Bank, N.A. in its capacities as the Administrative Agent,
the Issuing Bank, the Swingline Lender, a Co-Collateral Agent or a Lender, to it at: 
  

									
		 	 120 South LaSalle Street, Floor 8
	 		 	
		 	Chicago, Illinois 60603	 		 		 	

  

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		 	Attention: David Lehner	 		 		 	
		 	Telecopy: 312-661-6929	 		 		 	
		 	Telephone: 312-661-5021	 		 		 	

 (iii) if to General Electric Capital Corporation, in its capacity as a
Co-Collateral Agent or a Lender, to it at: 
  

									
		 	 500 West Monroe Street, 12th
Floor
	 		 	
		 	 Chicago, IL 60661
	 		 		 	
		 	 Attention: Esmark Incorporated, Account Manager
	 		 	
		 	 Telecopy: 312-463-3840
	 		 		 	
		 	 Telephone: 312-463-2300
	 		 		 	

 (iv) if to any other Lender, to it at its address or facsimile number set forth in
its Administrative Questionnaire. 
 All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the recipient. 
 (b) Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communications (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
pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) 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. All such notices and other communications
(i) 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), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and
(ii) 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 (b)(i) of notification that such notice or communication is
available and identifying the website address therefor. 
 (c) Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. 
 Section 9.02. Waivers; Amendments. (a) No failure
or delay by the Administrative Agent, the Co-Collateral Agents, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent,
the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same shall be permitted 

  

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by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default at the time. 
 (b) Neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or, (ii) in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall
(i) increase the Commitment of any Lender without the written consent of such Lender (provided that the Administrative Agent may make Protective Advances as set forth in Section 2.04), (ii) reduce or forgive the principal amount of
any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone any scheduled date of payment
of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or Section 2.18(d) in a manner that would alter the manner in which payments are shared, without the written consent of each
Lender, (v) increase the advance rates set forth in the definition of the Borrowing Base or add new categories of eligible assets, without the written consent of the Supermajority Revolving Lenders and the Co-Collateral Agents, (vi) change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in
the other Loan Documents), without the written consent of each Lender, or (viii) except as provided in clauses (c) and (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the
written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written
consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. 
 (c) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the
Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash
collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the
sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party under a lease
which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the
Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the
Administrative Agent may in its discretion, release its Liens on 

  

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Collateral valued in the aggregate not in excess of $100,000 during any calendar year without the prior written authorization of the Required Lenders.
Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties,
including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. 
 (d) If, in connection with any
proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such
Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that,
concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the
Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the
requirements of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.15 and Section 2.17, and (2) an amount, if any, equal to the
payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. 
 Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by
the Administrative Agent, the Co-Lead Arrangers and each of their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without
limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan
Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Co-Collateral Agents, the Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Co-Collateral Agents, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being
reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with: 
 (i) appraisals and insurance reviews; 
 (ii) field examinations and the preparation of
Reports based on the fees charged by a third party retained by the Administrative Agent or the Co-Collateral Agents or the internally allocated fees for each Person employed by the Administrative Agent or the Co-Collateral Agents with respect to
each field examination; 
  

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 (iii) background checks regarding senior management and/or key investors, as deemed
necessary or appropriate in the Permitted Discretion of the Administrative Agent; 
 (iv) taxes, fees and other charges for
(A) lien and title searches and title insurance and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; 
 (v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or
take; and 
 (vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the
accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. 
 All of the foregoing costs and expenses may be charged to the
Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c). 
 (b) The Borrowers shall, jointly and
severally, indemnify the Administrative Agent, the Co-Collateral Agents, the Issuing Bank and each Lender, 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, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the
consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank 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 actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of their 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 and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, penalties, liabilities or related expenses 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. 
 (c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Co-Collateral Agents, the Issuing
Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. 
 (d) To the extent permitted by applicable law, no Loan Party shall assert, and each 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

  

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 (e) All amounts due under this Section shall be payable promptly after written demand therefor.

 Section 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section. 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may 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 Commitment and the
Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 
 (A) the
Borrower Representative, provided that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other
assignee; 
 (B) the Administrative Agent; and 
 (C) the Issuing Bank. 
 (ii)
Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender or
an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or 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) shall not be less than $5,000,000, unless each of the Borrower Representative and the Administrative Agent
otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing; 
 (B) 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; 
 (C) 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; and 
  

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 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or
their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 
 For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning: 
 “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and
after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto 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 Section 2.15, Section 2.16, Section 2.17 and Section 9.03). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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 (c) of this Section. 
 (iv) The Administrative Agent, acting for this purpose as an agent of
the Borrowers, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans and
LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders
may 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, notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v)
Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section Section 2.05, Section 2.06(d) or Section
2.06(e)Section 2.06(e) , Section 2.07(b), Section 2.18(d) or Section 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and 

  

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until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph. 
 (c) (i) Any Lender may, without the consent of the Borrowers,
the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 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
the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Section 2.15, Section 2.16 and Section 2.17 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.18(c) and Section 2.18(d) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or Section 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrower Representative’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.17 unless the Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.17(e) as though it were a Lender. 
 (d) 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 without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 Section 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 2.15, Section 2.16, 

  

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Section 2.17 and Section 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. 
 Section 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as
provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
or electronic mail as an Adobe “.pdf” file shall be effective as delivery of a manually executed counterpart of this Agreement. 
 Section 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. 
 Section 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and
each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or such Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender
shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application, provided that any
failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights
of setoff) which such Lender may have. 
 Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (including, without limitation, 735 ILCS Section 105/5-1 et seq, but otherwise
without regard to the conflict of laws provisions) of the State of Illinois, but giving effect to federal laws applicable to national banks. 
 (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or Illinois State court sitting in Chicago, Illinois in any action or proceeding arising
out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties 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 or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may 

  

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be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any
jurisdiction. 
 (c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, 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 paragraph (b) of this Section.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, 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 the manner provided for notices in Section 9.01. 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 law. 
 Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER 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 9.11. Headings. Article and Section
headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
 Section 9.12. Confidentiality. Each of the Administrative Agent, the Co-Collateral Agents, the Issuing Bank and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by Requirement of Laws or by any subpoena or similar legal process, provided that to the extent practicable and permitted by applicable law, the Person requested to disclose such information will
provide prompt written notice of such request to the Company and allow the Company a reasonable opportunity to seek protective measures prior to disclosure, (d) to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Loan Parties and their obligations, 

  

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(g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section,
“Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Co-Collateral Agents, the Issuing Bank
or any Lender on a non-confidential basis prior to disclosure by the Borrowers. 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 9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any
of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein.
Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law. 
 Section 9.14. USA PATRIOT Act. Each Lender 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 Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the
names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act. 
 Section 9.15. Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other
relationships with any of the Loan Parties and their respective Affiliates. 
 Section 9.16. Appointment for Perfection. Each
Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be
perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request
therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. 
 Section 9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are
treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the
Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 
  

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 Article X 
 Loan Guaranty 
 Section 10.01. Guaranty. Each Loan Guarantor (other than those that have
delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated
maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of
in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Co-Collateral Agents, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any
action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each
Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All
terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. 
 Section 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right
to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated
Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations. 
 Section 10.03. No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction,
limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or
compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other person liable for any of the Guaranteed
Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence
of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated
transactions. 
 (b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or
termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the
Guaranteed Obligations or any part thereof. 
 (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or
otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or
modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part
of the Guaranteed 

  

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Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act
by the Administrative Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the
Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or
equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). 
 Section 10.04. Defenses Waived. To
the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from
any cause, or the cessation from any cause of the liability of any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan
Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any
Obligated Party, or any other person. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise
act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or
remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in
cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security. 
 Section 10.05. Rights of
Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan
Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders. 
 Section 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or
reorganization of any Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative
Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such
amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Lender. 
 Section 10.07. Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and
agrees that neither the Administrative Agent, the Issuing Bank nor any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks. 
  

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 Section 10.08. Termination. The Lenders may continue to make loans or extend credit to the
Borrowers based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any
Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that
Guaranteed Obligations. 
 Section 10.09. Taxes. All payments of the Guaranteed Obligations will be made by each Loan Guarantor
free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law. 
 Section 10.10. Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or
proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would
otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the
amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest
amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the
maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the
obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor
without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum
Liability. 
 Section 10.11. Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is
in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any
obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary. 
 Article XI 
 The Borrower Representative

 Section 11.01. Appointment; Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its
contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual
representative of such Borrower with the 

  

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rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative
upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower
Representative shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any
Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. 
 Section 11.02. Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to
be taken by the Borrower Representative. 
 Section 11.03. Employment of Agents. The Borrower Representative may execute any of
its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers. 
 Section 11.04. Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or Unmatured Default
and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any
notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative. 
 Section 11.05. Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the
appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lenders. 
 Section 11.06. Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and
the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including without limitation, the Aggregate Borrowing Base
Certificate and the Borrowing Base Certificate of each Borrower and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other
Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers. 
  

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 Section 11.07. Reporting. Each Borrower hereby agrees that such Borrower shall furnish
promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall
rely to prepare the Aggregate Borrowing Base Certificate and the Borrowing Base Certificate of each Borrower and Compliance Certificates required pursuant to the provisions of this Agreement. 
 Article XII 
 Subordination of Intercompany Obligations 
 Section 12.01. Subordination Generally. Each Loan Party covenants and agrees that the payment of all indebtedness, principal, interest
(including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any
other Loan Party to such Loan Party, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Article XII, to
the prior payment in full in cash of all Obligations and that the subordination is for the benefit of the Secured Creditors, and the Administrative Agent, on behalf of the Secured Creditors, may enforce such provisions directly. 
 Section 12.02. Specific Performance; Waiver of Defenses. Each Loan Party executing this Agreement hereby (i) authorizes the
Administrative Agent, on behalf of the Secured Creditors, to demand specific performance of the terms of this Article XII irrespective of whether any other Loan Party shall have complied with any of the provisions hereof applicable to it, at any
time when such Loan Party shall have failed to comply with any provisions of this Article XII that are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at
law, which might be asserted as a bar to such remedy of specific performance. 
 Section 12.03. Distributions. Except to the
extent otherwise permitted herein, upon any distribution of assets of any Loan Party in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit
of creditors or otherwise): 
 (a) the Secured Creditors shall first be entitled to receive payment in full of the Obligations in cash before
any Loan Party is entitled to receive any payment on account of the Intercompany Obligations; 
 (b) any payment or distribution of assets of
any Loan Party of any kind or character, whether in cash, property or securities, to which any other Loan Party would be entitled, except for the provisions of this Section 12.03, shall be paid by the liquidating trustee or agent or other
Person making such payment or distribution directly to the Administrative Agent, to the extent necessary to make payment in full of the Obligations in cash, after giving effect to any concurrent payment or distribution or provision therefor to any
Secured Creditor; and 
 (c) if any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property
or securities, shall be received by any other Loan Party on account of the Intercompany Obligations before payment in full of the Obligations in cash, such payment or distribution shall be received and held for and shall be paid over to the
Administrative Agent for application to the payment of the Obligations until payment in full of the Obligations in cash, after giving effect to any concurrent payment or distribution or provision therefor to the any Secured Creditor. 
  

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 Section 12.04. Loan Parties Failure to Act. No right of any Secured Creditor or any other
present or future holders of any of the Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Loan Party or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by any Loan Party with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. 
 Article XIII 
 Concerning Joint and Several
Liability of the Borrowers 
 Section 13.01. Joint and Several Liability. (a) Each of the Borrowers is accepting joint
and several liability hereunder in consideration of all Loans, Letters of Credit and all other extensions of credit made to or for the account of any of the Borrowers under this Agreement, for the mutual benefit, directly and indirectly, of each of
the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. 
 (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the
payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. 

Section 13.02. Obligation to Act. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the
Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation. 
 Section 13.03. Full Recourse; Enforceability. The obligations of each Borrower under the provisions of this Article XIII constitute full
recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets (subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally,
and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity), irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. 
 Section 13.04. Waiver of Defenses. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent not prohibited
by applicable law, notice of acceptance of its joint and several liability, notice of any Loan made under this Agreement, notice of occurrence of any Default, or of any demand for any payment under this Agreement, notice of any action at any time
taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to,
and waives, to the extent not prohibited by applicable law, notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or
acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in
respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time or times, of any security for any of the Obligations
or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender, including,
without limitation, any failure strictly 

  

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or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the
provisions of this Article XIII, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Article XIII, it being the intention of each Borrower that, so long as any of the
Obligations remain unsatisfied, the obligations of such Borrower under this Article XIII shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Article XIII shall
not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder
shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender; provided, however that this
sentence shall not apply to any Borrower which is released in accordance with the terms hereof with respect to any obligations arising after the dissolution, consolidation or merger of such Borrower or after the sale of all of the Equity Interests
of such Borrower. 
 Section 13.05. Termination; Use of Remedies. The provisions of this Article XIII are made for the benefit of
the Lenders and their respective successors and permitted assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first
to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of
the Obligations or to elect any other remedy. The provisions of this Article XIII shall remain in effect until payment in full of the Obligations in cash and termination of all Commitments. If at any time, any payment, or any part thereof, made in
respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Article XIII will forthwith be
reinstated in effect, as though such payment had not been made. 
 Article XIV 
 Contribution Obligations 
 Section 14.01. Contributions. If, as of
any date, the aggregate amount of payments made by a Loan Party on account of the Obligations and proceeds of such Loan Party’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such
Loan Party in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Loan Parties (each such Loan Party being referred to as a “Contributing Loan Party”) shall be obligated to
make contribution to such Loan Party (the “Paying Loan Party”) in an amount equal to (i) the product derived by multiplying the sum of each Accommodation Payment of each Loan Party by the Allocable Percentage (as defined below) of the
Loan Party from whom contribution is sought less (ii) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Loan Party (such last mentioned amount which is to be subtracted from the aforesaid product to be
increased by any amounts theretofore paid by such Contributing Loan Party by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Loan Party by way of contribution hereunder); provided, however,
that a Paying Loan Party’s recovery of contribution hereunder from the other Loan Parties shall be limited to that amount paid by the Paying Loan Party in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all
Loan Parties. As used herein, the term “Allocable Percentage” shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Loan Parties who are parties to this Agreement on such date
and the numerator of which shall be one; provided, however, that such percentages shall be modified in the event that contribution from a Loan Party is not possible by reason of insolvency, bankruptcy or 

  

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otherwise by reducing such Loan Party’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Loan Parties
proportionately so that the Allocable Percentages of all Loan Parties at all times equals 100%. 
 Section 14.02. Subordination of
Claims. Each Loan Party hereby subordinates any claims, including any right of payment, subrogation, contribution (including rights of contribution pursuant to Section 14.01(a) and indemnity, that it may have from or against any other Loan
Party, and any successor or assign of any other Loan Party, including any trustee, receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the prior payment in full of all of the
Obligations in cash and termination of all Commitments; provided, unless an Event of Default shall then exist, the foregoing shall not prevent or prohibit the repayment of intercompany accounts and loans among the Loan Parties in the ordinary course
of business. 
 Section 14.03. Limit on Obligations. Notwithstanding any provision to the contrary contained herein or in any of
the other Loan Documents, to the extent the joint obligations of any Loan Party shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent
conveyances or transfers) then the obligations of each Loan Party hereunder shall be limited to the maximum amount that is permissible under applicable law, after taking into account, among other things, such Loan Party’s right of contribution
and indemnification from each other Loan Party under this Agreement or applicable law. 
 Section 14.04. Termination; Use of
Remedies. The provisions of this Article XIV are made for the benefit of the Lenders and their respective successors and permitted assigns, and may be enforced by any such Person from time to time against any of the Loan Parties as often as
occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Loan Parties or to exhaust any remedies available to it against any of the
other Loan Parties or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Article XIV shall remain in effect until payment in full of the Obligations in cash and
termination of all Commitments. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of
any of the Loan Parties, or otherwise, the provisions of this Article XIV will forthwith be reinstated in effect, as though such payment had not been made. 
 [Remainder of page intentionally left blank.] 
  

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

			
	BORROWERS:
	
	ESMARK INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	
	
	SUN STEEL COMPANY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	ELECTRIC COATING TECHNOLOGIES LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	GREAT WESTERN STEEL COMPANY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	CENTURY STEEL COMPANY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC
		
	By	 	  

	Name:	 	
	Title:	 	









			
	U.S. METALS & SUPPLY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	MIAMI VALLEY STEEL SERVICE, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	NORTH AMERICAN STEEL LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	PREMIER RESOURCE GROUP LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	INDEPENDENT STEEL COMPANY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	LOAN GUARANTORS:
	
	ESMARK REALTY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	SUN STEEL REALTY LLC
		
	By	 	  

	Name:	 	
	Title:	 	









			
	CENTURY STEEL REALTY LLC
		
	 By
	 	  

	 Name:
	 	
	 Title:
	 	
	
	GREAT WESTERN REALTY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	U.S. METALS REALTY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	MIAMI VALLEY REALTY LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	ISCO REALTY LLC
		
	By	 	  

	Name:	 	
	Title:	 	









			
	
	 JPMORGAN CHASE BANK, N.A., as Administrative
 Agent, Co-Collateral Agent, Issuing Bank, Swingline
 Lender, and a Lender

		
	By	 	  

	Name:	 	
	Title:	 	
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as Co-Collateral Agent and a Lender

		
	By	 	  

	Name:	 	
	Title: