Attached files

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EX-10.1 - EX-10.1 - Commercial Vehicle Group, Inc.exhibit10-1secondamend.htm
EX-32.2 - EX-32.2 - Commercial Vehicle Group, Inc.q22020exhibit322.htm
EX-32.1 - EX-32.1 - Commercial Vehicle Group, Inc.q22020exhibit321.htm
EX-31.2 - EX-31.2 - Commercial Vehicle Group, Inc.q22020exhibit312.htm
EX-31.1 - EX-31.1 - Commercial Vehicle Group, Inc.q22020exhibit311.htm
10-Q - 10-Q - Commercial Vehicle Group, Inc.cvgi-20200630.htm

EXECUTION VERSION
Exhibit 10.2
FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of May 11, 2020 (this “First Amendment”) is entered into among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower identified as a “Guarantor” on the signature pages hereto (the “Guarantors”), the Lenders party hereto (collectively, the “Consenting Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below, after giving effect to this First Amendment (the “Amended Credit Agreement”).
RECITALS:
WHEREAS, the Borrower and the Administrative Agent are parties to that certain Term Loan and Security Agreement dated as of April 12, 2017 (as may be amended, restated, supplemented and/or otherwise modified from time to time prior to the First Amendment Effective Date referred to below, the “Credit Agreement”), by and among the Borrower, the Guarantors, the financial institutions party thereto from time to time as lenders, and the Administrative Agent;
WHEREAS, the Borrower has requested that the Lenders agree to certain amendments and modifications to the Credit Agreement as set forth in Exhibit A of this First Amendment; and the Consenting Lenders (constituting the Required Lenders) have agreed to such amendments and modifications;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt of which hereby is acknowledged, the parties hereto agree as follows:
A.Amendments to Credit Agreement. Subject to the satisfaction of all of the conditions set forth in Section B of this First Amendment, the Credit Agreement is hereby amended with the stricken text deleted (indicated textually in the same manner as the following example: stricken text) and with the double-underlined text added (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.
B.Conditions Precedent. This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) when each of the conditions set forth in this Section B shall have been satisfied:
1.Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the Guarantors, (iii) the Administrative Agent and (iv) the Required Lenders.
2.Borrower shall have, to the extent invoiced on or prior to the First Amendment Effective Date, reimbursed or paid (or caused to have been reimbursed or paid) (i) to the Administrative Agent, all reasonable and documented out-of-pocket fees and expenses in connection with this First Amendment and any other out-of-pocket fees and expenses of Administrative Agent, including the reasonable and documented fees, charges and disbursements of counsel for Administrative Agent as required to be paid or reimbursed pursuant to the Credit Agreement and/or this First Amendment and (ii) to BofA Securities, Inc., the fees and expenses payable pursuant to the express terms of the Engagement Letter, dated April 28,




2020, between the Borrower and BofA Securities, Inc. in connection with this First Amendment (the “Engagement Letter”).
3.Administrative Agent shall have received:
(x) a certificate of good standing (or subsistence) with respect to each Obligor from the Secretary of State (or similar official) of the State of such Obligor’s organization; and
(y) a certificate executed by a duly authorized officer of each Obligor, dated the First Amendment Effective Date:
1.certifying as to the incumbency and specimen signature of each officer of an Obligor executing this First Amendment or any other document delivered in connection herewith on behalf of any Obligor;
2.either (A) certifying that the certificate of incorporation (or other applicable charter document) of each applicable Obligor as delivered prior to the First Amendment Effective Date to Administrative Agent has not been amended and remains in full force and effect or (B) certifying that attached thereto is a true and complete copy of the certificate of incorporation (or other applicable charter document) of each applicable Obligor, including all amendments thereto, as in full force and effect on the First Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (x) above;
3.either (A) certifying that the by-laws (or other applicable operating agreement) of each applicable Obligor as delivered prior to the First Amendment Effective Date to Administrative Agent have not been amended and remain in full force and effect or (B) certifying that attached thereto is a true and complete copy of the by-laws (or other applicable operating agreements) of each applicable Obligor, including all amendments thereto, as in full force and effect on the First Amendment Effective Date; and
4.certifying that attached thereto is a true and complete copy of resolutions duly adopted or written consents duly executed by the board of directors (or equivalent governing body) of each Obligor authorizing the execution, delivery and performance of this First Amendment and the performance of the Amended Credit Agreement and the other Loan Documents and certifying that such resolutions or written consents were duly adopted or duly executed, have not been modified, revoked or amended, are in full force and effect, and constitute all resolutions adopted or written consents executed with respect to this First Amendment.
4.Administrative Agent shall have received a certificate, dated as of the First Amendment Effective Date and signed by a Responsible Officer of the Borrower certifying as to the accuracy (with respect to clauses (i), (ii) and (iii) of Section C(1), in all material respects) of the matters set forth in Section C(1) of this First Amendment.
5.Borrower shall have paid (or caused to have been paid) to the Administrative Agent, for the account of each Consenting Lender, a fee in an amount equal to 1.50% of the outstanding principal amount of the Term Loans held by such Consenting Lender immediately prior to the occurrence of the First Amendment Effective Date (the “Consent Fee”), which Consent Fee
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shall be earned, due and payable by wire transfer in immediately available funds on the First Amendment Effective Date, and, once paid, shall be non-refundable.
C.Other Terms.
1.Obligor Certifications
. By execution of this First Amendment, each of the undersigned hereby certifies, on behalf of the applicable Obligor and not in his/her individual capacity, that as of the First Amendment Effective Date:
a.each Obligor has the corporate or other organizational power and authority to execute and deliver this First Amendment and carry out the terms and provisions of this First Amendment and the Amended Credit Agreement and has taken all necessary corporate or other organizational action to authorize the execution and delivery of this First Amendment and performance of this First Amendment and the Amended Credit Agreement;
b.each Obligor has duly executed and delivered this First Amendment and each of this First Amendment and the Amended Credit Agreement constitutes the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally;
c.none of the execution and delivery by any Obligor of this First Amendment, the performance by any Obligor of this First Amendment and the Amended Credit Agreement or the compliance with the terms and provisions hereof or thereof or the consummation of the transactions contemplated hereby (a) requires any consent or approval of any holders of Equity Interests of any Obligor, other than those already obtained; (b) contravenes the Organic Documents of any Obligor; (c) violates or causes a default under any Applicable Law, Material Contract or Restrictive Agreement, including the ABL Loan Documents, except to the extent such violation or default could not reasonably be expected to result in a Material Adverse Effect; or (d) results in or requires the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor;
d.the representations and warranties contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date (both before and after giving effect thereto) to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and
e.no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated hereby.
2.Amendment, Modification and Waiver
. This First Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto and in accordance with the provisions of Section 15.1 of the Credit Agreement.
3.Entire Agreement
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. This First Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
4.Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial
. The provisions of Sections 15.16, 15.17 and 15.18 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply with like effect to this First Amendment as if fully set forth herein.
5.Severability
. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
6.Counterparts
. This First Amendment 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, and shall become effective as provided in Section B above. Delivery of an executed signature page to this First Amendment by facsimile transmission or in electronic (e.g., “pdf” or “tif”) format shall be as effective as delivery of a manually signed counterpart of this First Amendment.
1.Reaffirmation. By executing and delivering a counterpart hereof, (i) each Obligor hereby agrees that, as of the First Amendment Effective Date and after giving effect to this First Amendment, all Obligations of Borrower shall be guaranteed and secured pursuant to the Security Documents in accordance with the terms and provisions thereof; and (ii) each Obligor hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the First Amendment Effective Date and after giving effect to this First Amendment, the Security Documents continue to be in full force and effect, (B) agrees as of the First Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this First Amendment) and (C) as of the First Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including this First Amendment), in each case after giving effect to this First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the First Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment.
2.Miscellaneous. This First Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents. The provisions of
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this First Amendment are deemed incorporated as of the First Amendment Effective Date into the Credit Agreement as if fully set forth therein. Except as specifically amended by this First Amendment, (i) the Credit Agreement and the other Loan Documents shall remain in full force and effect and (ii) the execution, delivery and performance of this First Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.
3.Headings. The headings of this First Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
4.Further Assurances. Without limiting their respective obligations under Section 10.1.12 of the Credit Agreement, each of the Obligors shall execute and deliver such additional documents, and take such additional actions as may be reasonably requested by Administrative Agent to effectuate the purposes of this First Amendment.
5.Expenses; Indemnity.  Company agrees to pay promptly (a) all the actual and reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation, execution, delivery and administration of this First Amendment and any other documents prepared in connection herewith, and (b) all other costs and expenses incurred in connection with this First Amendment and the transactions contemplated hereby to the extent required pursuant to the Engagement Letter and/or Section 3.4 of the Credit Agreement. Borrower hereby confirms that the indemnification provisions set forth in Section 15.2 of the Credit Agreement shall apply to this First Amendment and such Claims which may arise herefrom or in connection herewith. It is understood and agreed that this First Amendment constitutes a Loan Document.
6.Full Force and Effect; Limited Amendment.
i. Except as expressly set forth herein, this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, any Lender or any other Secured Party under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the Obligations or any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any Obligor to a consent to, or a waiver, amendment, modification or other change of, any of the Obligations or any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.
ii.On the First Amendment Effective Date, the Credit Agreement shall be amended as provided herein. On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement. The parties hereto acknowledge and agree that:  (i) this First Amendment and any other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” or the “Guaranteed Obligations” (as defined in the applicable Loan Documents) as in effect prior to the First Amendment Effective Date; (ii) such “Obligations” and “Guaranteed Obligations” are in all respects continuing with only the terms
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thereof being modified to the extent expressly provided in this First Amendment and (iii) each Guaranty and the Liens and security interests as granted under the Loan Documents securing payment of such “Obligations” are in all such respects continuing in full force and effect and secure the payments of the “Obligations”.
[Signature Pages Follow]


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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this First Amendment as of the date first set forth above.
BORROWER:

COMMERCIAL VEHICLE GROUP, INC.


By:  /s/ Harold C. Bevis   
Name: Harold C. Bevis
Title: President and Chief Executive Officer


GUARANTORS:

CABARRUS PLASTICS, INC.
CVG ALABAMA, LLC
CVG AR LLC
CVG CVS HOLDINGS, LLC
CVG LOGISTICS, LLC
CVG MANAGEMENT CORPORATION
CVG MONONA, LLC
CVG MONONA WIRE, LLC
CVG NATIONAL SEATING COMPANY, LLC
CVG FSE, LLC
CVG SPRAGUE DEVICES, LLC
MAYFLOWER VEHICLE SYSTEMS, LLC
TRIM SYSTEMS, INC.
TRIM SYSTEMS OPERATING CORP.


By:  /s/ Aneezal H. Mohamed  
Name: Aneezal H. Mohamed
Title: Secretary



BANK OF AMERICA, N.A.,
as Administrative Agent
[Signature Page to First Amendment to CVG Term Loan and Security Agreement]





By:  /s/ Jeremy L. Webb  
Name: Jeremy L. Webb
Title: AVP
        




































        





[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Bank of America N.A.,
as a Lender


By:  /s/ Lauren Lountzis  
Name: Lauren Lountzis
Title: Officer






West CLO 2013-1 Ltd.,
as a Lender


By:  /s/ Joanna Willars  
Name: Joanna Willars
Title: Director, Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



West CLO 2014-1 Ltd.,
as a Lender


By:  /s/ Joanna Willars  
Name: Joanna Willars
Title: Director, Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



West CLO 2014-2 Ltd.,
as a Lender


By:  /s/ Joanna Willars  
Name: Joanna Willars
Title: Director, Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO 15, LIMITED,
as a Lender
BY: American Money Management Corp., as Collateral Manager


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO 16, LIMITED,
as a Lender
BY: American Money Management Corp., as Collateral Manager


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO 20, LIMITED,
as a Lender
BY: American Money Management Corp., as Collateral Manager


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO 22, LIMITED,
as a Lender
BY: American Money Management Corp., as Collateral Manager


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO XI, LIMITED,
as a Lender
BY: American Money Management Corp., as Collateral Manager


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO XIII, LIMITED,
as a Lender
BY: American Money Management Corp., as Collateral Manager


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



AMMC CLO XIV, LIMITED,
as a Lender


By:  /s/ David P. Meyer  
Name: David P. Meyer
Title: Senior Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Avery Point V CLO, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Avery Point VII CLO, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



BAIN CAPITAL CREDIT CLO 2016-2, LIMITED,
as a Lender
By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Bain Capital Credit CLO 2017-1, Limited,
as a Lender
By: Bain Capital Credit, LP, as Collateral Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Bain Capital Credit CLO 2017-2, Limited,
as a Lender
By: Bain Capital Credit, LP, as Collateral Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Bain Capital Credit CLO 2018-1, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Bain Capital Credit CLO 2018-2, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Bain Capital Credit CLO 2019-1, Limited,
as a Lender


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director



[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Griffin Institutional Access Credit Fund,
as a Lender
By: BCSF Advisors, LP, as Sub-Adviser


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director



[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Race Point IX CLO, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Race Point VIII CLO, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Race Point X CLO, Limited,
as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager


By:  /s/ Andrew Viens  
Name: Andrew Viens
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2013-1 Ltd.,
as a Lender
By: Black Diamond CLO 2013-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2014-1 Ltd.,
as a Lender
By: Black Diamond CLO 2014-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2015-1 Ltd.,
as a Lender
By: Black Diamond CLO 2015-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2016-1 Ltd.,
as a Lender
By: Black Diamond CLO 2016-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2017-1 Ltd.,
as a Lender
By: Black Diamond CLO 2017-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2017-2 Ltd.,
as a Lender
By: Black Diamond CLO 2017-2 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2019-1 Ltd.,
as a Lender
By: Black Diamond CLO 2019-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2019-2 Ltd.,
as a Lender
By: Black Diamond CLO 2019-2 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Black Diamond CLO 2020-1 Ltd.,
as a Lender
By: Black Diamond CLO 2020-1 Adviser, L.L.C., as its Collateral Manager


By:  /s/ Stephen H. Deckoff  
Name: Stephen H. Deckoff
Title: Managing Principal


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



MADISON PARK FUNDING X, LTD.,
as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XIII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XIV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XIX, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XLI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XLII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XLIII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XLIV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XVI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XVII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XVIII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XX, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XVIII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXIV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXIX, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXVI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXVII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXVIII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXX, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXIII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Thomas Flannery
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXIV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Flannery, Thomas
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXV, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Flannery, Thomas
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXVI, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Flannery, Thomas
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Madison Park Funding XXXVII, Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager


By:  /s/ Thomas Flannery  
Name: Flannery, Thomas
Title: Managing Director


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



HarbourView CLO VII-R, Ltd.,
as a Lender
By: Invesco Senior Secured Management, Inc., as Investment Manager


By:  /s/ Robert P. Drobny  
Name: Robert P. Drobny
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



WhiteHorse VIII, Ltd.,
as a Lender
By: WhiteHorse Capital Management LLC, as Collateral Manager


By:  /s/ Jay Carvell   
Name: Jay Carvell
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Pioneer Investments Diversified Loans Fund
Pioneer Floating Rate Fund
Pioneer Floating Rate Trust
Pioneer Diversified High Income Trust
as a Lender
By: Amundi Pioneer Asset Management, Inc., its advisor


By:  /s/ Margaret C. Begley  
Name: Margaret C. Begley
Title: Secretary, Associate General Counsel


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds
as a Lender
By: Sound Point Capital Management, LP as Sub-Advisor


By:  /s/ Max Laskowski  
Name: Max Laskowski
Title: Associate


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Kaiser Foundation Hospitals
as a Lender
By: Sound Point Capital Management, LP as Manager


By:  /s/ Max Laskowski  
Name: Max Laskowski
Title: Associate


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Kaiser Permanente Group Trust
as a Lender
By: Sound Point Capital Management, LP as Manager


By:  /s/ Max Laskowski  
Name: Max Laskowski
Title: Associate


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Privilege Underwriters Reciprocal Exchange
as a Lender
By: Sound Point Capital Management, LP as Manager


By:  /s/ Max Laskowski  
Name: Max Laskowski
Title: Associate


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



PURE Insurance Company
as a Lender
By: Sound Point Capital Management, LP as Manager


By:  /s/ Max Laskowski  
Name: Max Laskowski
Title: Associate


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Sound Point Senior Floating Rate Master Fund, L.P.
as a Lender
By: Sound Point Capital Management, LP as Investment Advisor


By:  /s/ Max Laskowski  
Name: Max Laskowski
Title: Associate


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Western and Southern Life Assurance Company
as a Lender


By:  /s/ Bernard M. Casey  
Name: Bernard M. Casey
Title: Vice President

By:  /s/ Garrick Bauer  
Name: Garrick Bauer
Title: Vice President


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



MARATHON CLO IX LTD.
as a Lender
By: MARATHON ASSET MANAGEMENT, L.P. as Portfolio Manager


By:  /s/ Louis Hanover  
Name: Louis Hanover
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Marathon CLO VI, Ltd.
as a Lender


By:  /s/ Louis Hanover  
Name: Louis Hanover
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Marathon CLO VII, Ltd.
as a Lender


By:  /s/ Louis Hanover  
Name: Louis Hanover
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Marathon CLO VIII, Ltd.
as a Lender


By:  /s/ Louis Hanover  
Name: Louis Hanover
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



Mackenzie Unconstrained Bond ETF
Mackenzie Diversified Alternatives Fund
IG Mackenzie Strategic Income Fund
Mackenzie Strategic Income Fund
Mackenzie Unconstrained Fixed Income Fund
Mackenzie Floating Rate Income ETF
Mackenzie Floating Rate Income Fund
IG Mackenzie Floating Rate Income Fund
as a Lender


By:  /s/ Movin Mokbel  
Name: Movin Mokbel
Title: VP Investments

By:  /s/ Daniel Cooper  
Name: Daniel Cooper
Title: Authorized Signatory


[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND
as a Lender
By: Barings LLC as Investment Manager


By:  /s/ James Chemplavil  
Name: James Chemplavil
Title: Director

The foregoing is executed on behalf of Barings Global Short Duration High Yield Fund, organized under an Agreement and Declaration of Trust dated May 19, 2011, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but only the Trust's property and assets shall be bound.



[Signature Page to First Amendment to CVG Term Loan and Security Credit Agreement]



EXHIBIT A
AMENDED CREDIT AGREEMENT

AMERICAS 99807716



Execution VersionCONFORMED COPY THROUGH FIRST AMENDMENT DATED AS OF MAY 11, 2020

        
        
COMMERCIAL VEHICLE GROUP, INC.,
as Borrower
and
CERTAIN SUBSIDIARIES OF THE BORROWER,
as Guarantors
______________________________________________________________________________
______________________________________________________________________________
TERM LOAN AND SECURITY AGREEMENT
Dated as of April 12, 2017
$175,000,000
______________________________________________________________________________
______________________________________________________________________________
CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,
and
BANK OF AMERICA, N.A.,

as Administrative Agent
BANK OF AMERICA, N.A.
and JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners


SEAPORT LOAN PRODUCTS, LLC,
as Co-Arranger and Co-Manager

AmericasAMERICAS 92614726102699923


TABLE OF CONTENTS

Page


SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1
a.Definitions 1
b.Accounting Terms 4345
c.Uniform Commercial Code 4446
d.Certain Matters of Construction 4446
e.Certifications 4447
f.Times of Day 4547
SECTION 2. CREDIT FACILITIES 4547
a.Term Loan Commitments 4547
i.Term Loans 4547
ii.Term Loan Notes and Denominations 4548
iii.Use of Proceeds 4548
iv.Increase in Term Facility 4548
v.New Incremental Term Facility 4850
vi.Extension of Term Loans 5153
SECTION 3. INTEREST, FEES AND CHARGES 5457
a.Interest 5457
i.Rates and Payment of Interest 5457
ii.Application of LIBOR to Outstanding Loans 5557
iii.Interest Periods 5558
iv.Interest Rate Not Ascertainable 5658
b.Fees 5659
i.Fees Generally 5659
ii.Effective Date Fee 5659
i.Prepayment Premium 59
b.Computation of Interest, Fees, Yield Protection 5659
c.Reimbursement Obligations 5760
d.Illegality 5760
e.Inability to Determine Rates 5861
f.Increased Costs; Capital Adequacy 5862

-1-


TABLE OF CONTENTS
(continued)
Page

i.Increased Costs Generally 5862
ii.Capital Requirements 5863
iii.Compensation 5963
iv.LIBOR Loan Reserves 5963
g.Mitigation 5963
h.Funding Losses 5964
i.Maximum Interest 6064
SECTION 4. LOAN ADMINISTRATION 6064
a.Manner of Borrowing and Funding Term Loans 6064
i.Notice of Borrowing 6064
ii.Fundings by Lenders 6065
iii.[Reserved] 6165
iv.Notices 6165
b.Defaulting Lender 6166
i.Reallocation of Pro Rata Share; Amendments 6266
ii.Payments; Fees 6266
iii.Status; Cure 6266
c.Amount of Base Rate Loans; Number and Amount of LIBOR Loans; Determination of Rate 6266
d.[Reserved]. 6267
e.Effect of Termination 6367
SECTION 5. PAYMENTS 6367
a.General Payment Provisions 6367
b.Repayment of Loans 6468
c.Mandatory and Option Prepayments 6569
i.Mandatory Prepayments 6569
ii.Optional Prepayments 6772
d.Payment of Other Obligations 6973
e.Marshaling; Payments Set Aside 6973
f.Allocation of Payments 6973
i.Allocations Generally 6973

-2-


TABLE OF CONTENTS
(continued)
Page

ii.Post-Default Allocation 6973
iii.Application of Amounts 7074
iv.Erroneous Application 7074
g.[Reserved] 7074
h.Loan Account; Account Stated 7074
i.Loan Account 7074
ii.Entries Binding 7074
i.Taxes 7074
i.Payments Free of Taxes; Obligation to Withhold; Tax Payment 7074
ii.Payment of Other Taxes 7175
iii.Tax Indemnification 7175
iv.Evidence of Payments 7276
v.Treatment of Certain Refunds 7276
vi.Survival 7276
j.Lender Tax Information 7277
i.Status of Lenders 7277
ii.Documentation 7377
iii.Redelivery of Documentation 7478
SECTION 6. CONDITIONS PRECEDENT 7478
a.Conditions Precedent to Effective Date 7478
b.Conditions Precedent to All Credit Extensions 7680
SECTION 7. COLLATERAL 7681
a.Grant of Security Interest 7681
b.[Reserved] 7883
c.Lien on Deposit Accounts; Cash Collateral 7883
i.Deposit Accounts 7983
ii.Cash Collateral 7983
d.Real Estate Collateral 7983
i.Lien on Real Estate (Post-Closing) 7983
ii.Lien on Real Estate (After-Acquired) 7983

-3-


TABLE OF CONTENTS
(continued)
Page

e.Other Collateral 7984
i.Commercial Tort Claims 8084
ii.Certain After-Acquired Collateral 8084
iii.[Reserved] 8085
f.No Assumption of Liability 8085
g.Further Assurances 8185
h.Foreign Subsidiary Stock 8185
SECTION 8. COLLATERAL ADMINISTRATION 8185
a.Administration of Equipment 8185
i.Records and Schedules of Equipment 8185
ii.Dispositions of Equipment 8185
iii.Condition of Equipment 8185
b.Administration of Deposit Accounts 8186
c.General Provisions 8286
i.Insurance of Collateral; Condemnation Proceeds 8286
ii.Protection of Collateral 8287
iii.Defense of Title to Collateral 8387
d.Power of Attorney 8387
SECTION 9. REPRESENTATIONS AND WARRANTIES 8388
a.General Representations and Warranties 8388
i.Organization and Qualification 8388
ii.Power and Authority 8488
iii.Enforceability 8488
iv.Capital Structure 8488
v.Title to Properties; Priority of Liens 8488
vi.[Reserved] 8589
vii.Financial Statements 8589
viii.Surety Obligations 8589
ix.Taxes 8589
x.[Reserved] 8590
xi.Intellectual Property 8590

-4-


TABLE OF CONTENTS
(continued)
Page

xii.Governmental Approvals 8690
xiii.Compliance with Laws 8690
xiv.Compliance with Environmental Laws 8690
xv.Burdensome Contracts 8690
xvi.Litigation 8691
xvii.No Defaults 8691
xviii.ERISA 8791
xix.Trade Relations 8892
xx.Labor Relations 8892
xxi.[Reserved] 8892
xxii.Not a Regulated Entity 8892
xxiii.Margin Stock 8892
xxiv.OFAC 8892
xxv.Anti-Corruption Laws 8892
xxvi.Delivery of ABL Loan Documents 8893
xxvii.Insurance 8993
xxviii.EEA Financial Institutions 8993
xxix.Use of Proceeds 8993
b.Complete Disclosure 8993
SECTION 10. COVENANTS AND CONTINUING AGREEMENTS 8994
a.Affirmative Covenants 8994
i.Inspections; Appraisals. 8994
ii.Financial and Other Information 9094
iii.Notices 9296
iv.[Reserved] 9296
v.Compliance with Laws 9297
vi.Taxes 9397
vii.Insurance 9397
viii.Licenses 9397
ix.Future Subsidiaries and Property 9397
x.Anti-Corruption and Sanctions Laws 9498

-5-


TABLE OF CONTENTS
(continued)
Page

xi.Maintenance of Properties 9498
xii.Further Assurances 9499
xiii.Use of Proceeds 9599
xiv.Intellectual Property 9599
xv.Post-Closing Covenants 9599
b.Negative Covenants 95100
i.Permitted Debt 95100
ii.Permitted Liens 97102
iii.[Reserved] 99104
iv.Distributions; Upstream Payments 100104
v.[Reserved] 100105
vi.Investments 100105
vii.Disposition of Assets 100105
viii.[Reserved] 100105
ix.Restrictions on Payment of Certain Debt 100105
x.Fundamental Changes 101105
xi.Subsidiaries 101106
xii.Organic Documents 101106
xiii.Tax Consolidation 101106
xiv.Accounting Changes 101106
xv.Restrictive Agreements 101106
xvi.Hedging Agreements 102107
xvii.Conduct of Business 102107
xviii.Affiliate Transactions 102107
xix.Plans 102107
xx.[Reserved] 102107
xxi.Amendments to Subordinated Debt or ABL Credit Agreement 102107
c.Financial Covenant 103107
i.Total Leverage Ratio 108
ii.Liquidity 108
SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT 103108

-6-


TABLE OF CONTENTS
(continued)
Page

a.Events of Default 103108
b.Remedies upon Default 105110
c.License 106110
d.Setoff 106111
e.Remedies Cumulative; No Waiver 106111
i.Cumulative Rights 106111
ii.Waivers 107111
SECTION 12. ADMINISTRATIVE AGENT 107112
a.Appointment, Authority and Duties of Administrative Agent 107112
i.Appointment and Authority 107112
ii.Duties 107112
iii.Delegation of Duties; Administrative Agent Professionals 108112
iv.Instructions of Required Lenders 108113
b.Agreements Regarding Collateral and Guaranties 108113
i.Lien and Guaranty Releases; Care of Collateral 108113
ii.Possession of Collateral 109114
c.Reliance By Administrative Agent 109114
d.Action Upon Default 109114
e.Ratable Sharing 110114
f.Indemnification of Administrative Agent Indemnitees 110115
g.Limitation on Responsibilities of Administrative Agent 110115
h.Successor Administrative Agent and Co-Agents 111115
i.Resignation; Successor Administrative Agent 111116
ii.Separate Collateral Agent 111116
i.Due Diligence and Non-Reliance 112116
j.Replacement of Certain Lenders 112117
k.Remittance of Payments and Collections 112117
i.Remittances Generally 112117
ii.Failure to Pay 113117

-7-


TABLE OF CONTENTS
(continued)
Page

iii.Recovery of Payments 113118
l.Administrative Agent in its Individual Capacity 113118
m.Administrative Agent Titles 113118
n.[Reserved] 113118
o.Administrative Agent May File Proofs of Claim 114118
p.No Third Party Beneficiaries 114119
k.Certain ERISA Matters 119
SECTION 13. [Reserved]. 114120
SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS 114120
a.Successors and Assigns 114120
b.Participations 115120
i.Permitted Participants; Effect 115120
ii.Voting Rights 115121
iii.Participant Register 115121
iv.Benefit of Set-Off 115121
c.Assignments 116121
14.3.2. Permitted Assignments 116121
14.3.3. Effect; Effective Date 116122
14.3.4. Certain Assignees 116122
14.3.5. Register 117122
SECTION 15. MISCELLANEOUS 117123
a.Consents, Amendments and Waivers 117123
i.Amendment 117123
ii.Limitations 117123
iii.Payment for Consents 118123
iv.Technical Amendments 118123
v.Flood Insurance Laws 118124
vi.Additional Facilities 118124
b.Indemnity 118124

-8-


TABLE OF CONTENTS
(continued)
Page

c.Waiver of Consequential Damages, etc. 118124
d.Notices and Communications 119125
i.Notice Address 119125
ii.Electronic Communications; Voice Mail 119125
iii.Platform 119125
iv.Public Information 120126
v.Non-Conforming Communications 120126
e.Performance of Borrower’s Obligations 120126
f.Credit Inquiries 121127
g.Severability 121127
h.Cumulative Effect; Conflict of Terms 121127
i.Counterparts; Execution 121127
j.Entire Agreement 122127
k.Relationship with Lenders 122127
l.No Advisory or Fiduciary Responsibility 122128
m.Process Agent 122128
n.Confidentiality 123128
o.[Reserved] 123129
p.GOVERNING LAW 123129
q.Consent to Forum; Bail-In of EEA Financial Institutions 123129
i.Forum 123129
ii.Other Jurisdictions 124130
iii.Acknowledgement and Consent to Bail-In of EEA Financial Institutions 124130
r.Waivers by the Borrower and Guarantors 124130
s.Patriot Act Notice 125131
t.Intercreditor Agreement 125131
u.NO ORAL AGREEMENT 125131
o.Acknowledgement Regarding Any Supported QFCs 131


-9-




LIST OF EXHIBITS AND SCHEDULES
Exhibit A Term Loan Note
Exhibit B Prepayment Notice
Exhibit C Assignment and Acceptance
Exhibit D Assignment Notice
Exhibit E [Reserved]
Exhibit F Compliance Certificate
Exhibit G Notice of Borrowing
Exhibit H Notice of Conversion/Continuation
Exhibit I [Reserved]
Exhibit J Perfection Certificate
Schedule 1.1  Initial Term Loan Commitments of Lenders
Schedule 7.1  Commercial Tort Claims
Schedule 7.4  Mortgages
Schedule 8.2  Deposit Accounts
Schedule 9.1.4  Names and Capital Structure
Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.14 Environmental Matters
Schedule 9.1.15 Burdensome Contracts
Schedule 9.1.16 Litigation
Schedule 9.1.18 Pension Plans
Schedule 9.1.20 Labor Contracts
Schedule 10.1.15 Post-Closing Covenants
Schedule 10.2.1 Existing Debt
Schedule 10.2.2 Existing Liens 
Schedule 10.2.6(I) Permitted Effective Date Investments
Schedule 10.2.6(II) Other Permitted Investments
Schedule 10.2.7 Permitted Asset Dispositions
Schedule 10.2.15 Restrictive Agreements
Schedule 10.2.18 Existing Affiliate Transactions
Schedule 11.1  Events not Constituting an Event of Default
Schedule 15.4  Administrative Agent’s Office







TERM LOAN AND SECURITY AGREEMENT
THIS TERM LOAN AND SECURITY AGREEMENT is dated as of April 12, 2017 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries party to this Agreement from time to time as Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent.
R E C I T A L S:
WHEREAS, the Borrower has requested that the Lenders make a term loan to the Borrower in an aggregate principal amount of $175,000,000 on the Effective Date on the terms and subject to the conditions set forth in this Agreement

WHEREAS, on the Effective Date, the proceeds of the Term Loans incurred hereunder will be used, together with $65,000,000 of cash on hand of the Borrower, to (a) redeem all of its outstanding 7.875% Senior Secured Notes due 2019 issued pursuant to that certain Indenture, dated as of April 26, 2011 (as supplemented prior to the date hereof, the “Indenture”), among the Borrower, as issuer, the subsidiaries of the Borrower party thereto as subsidiary guarantors and U.S. Bank National Association, as trustee and (b) pay related transaction costs, fees and expenses incurred in connection therewith (together with the borrowing of Term Loans and the redemption of the Second Lien Notes, collectively, the “Transactions”);

WHEREAS, the Lenders are willing to make available to the Borrower such Term Loans subject to the terms and conditions set forth herein;

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:
SECTION 1.DEFINITIONS; RULES OF CONSTRUCTION
a..Definitions
. As used herein, the following terms have the meanings set forth below:
ABL Administrative Agent: Bank of America, as administrative agent, and any successor administrative agent under the ABL Credit Agreement.
ABL Credit Agreement: that certain Third Amended and Restated Loan and Security Agreement dated as of the date hereof by and among the Borrower, the other loan parties thereto, the ABL Administrative Agent and the ABL Lenders, as the same may be amended, restated, replaced, modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements, restatements and/or replacements thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such documents, in each case in accordance with the terms thereof and the terms of this Agreement and the Intercreditor Agreement.



ABL Debt: ABL Loans and other Debt incurred pursuant to the ABL Loan Documents.
ABL Facility First Lien Collateral: has the meaning provided in the Intercreditor Agreement.
ABL Lenders: each of the lenders from time to time party to the ABL Credit Agreement.
ABL Loan: any “Loan” (or analogous term) as defined in the ABL Credit Agreement.
ABL Loan Documents: collectively, the ABL Credit Agreement, and each “Security Document” and “Other Agreement” (as such terms, or any analogous terms, are defined in the ABL Credit Agreement), in each case, as the same may be amended, restated, replaced modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements, restatements and/or replacements thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such documents, in each case in accordance with the terms thereof and the terms of this Agreement and the Intercreditor Agreement.
Acquisition: (i) any acquisition (whether by purchase, lease, merger or otherwise) of all or substantially all of any division, product line and/or business operated by any Person who is not a Subsidiary and (ii) any acquisition of a majority of the outstanding Equity Interests of any Person.
Additional Lender: at any time, any bank, financial institution or other institutional lender or investor that, in any case, is not an existing Lender, is an Eligible Assignee and that agrees to provide any portion of any (a) Term Facility Increase in accordance with Section 2.1.4 or (b) Incremental Term Facility in accordance with Section 2.1.5.
Administrative Agent: Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Administrative Agent Indemnitees: Administrative Agent and its Related Parties.
Administrative Agent Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Administrative Agent.
Administrative Agent’s Office: the Administrative Agent’s address and, as appropriate, account as set forth Schedule 15.4, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
Affected Financial Institution: (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate: with respect to any 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. “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

2



exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.
Agreement: as defined in the preamble.
All-In Yield: as to any Debt, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, recurring periodic fees in substance equivalent to interest, a LIBOR or Base Rate floor (in the case of any Incremental Term Facility, solely to the extent greater than 1.00% or 2.00%, respectively), or otherwise, in each case, incurred or payable by the Borrower generally to all the lenders of such indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate based upon a 4-year average life to maturity on a straight-line basis (e.g. 100 basis points of original issue discount equals 25 basis points of interest rate margin for a four year average life to maturity) (or, if less, the stated life to maturity at the time of its incurrence of the applicable Debt); and provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees and other similar fees not paid generally to all lenders of such Debt.
Anti-Terrorism Law: any law relating to terrorism or money laundering, including the Patriot Act.
Applicable Law: all laws, rules, regulations and governmental guidelines having the force of law and applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders, ordinance, injunction, writ award or decrees of any Governmental Authorities, in each case having the force of law.
Applicable Margin: a percentage per annum equal to:
(a)for all periods (other than during the period commencing with April 1, 2020 and ending on September 30, 2021 (such period the “Elevated Pricing Period”)), in the case of Term Loans maintained as (i) Base Rate Loans, 5.00%, and (ii) LIBOR Loans, 6.00%; and
(b)during the Elevated Pricing Period, in the case of Term Loans maintained as (i) Base Rate Loans, 9.50%, and (ii) LIBOR Loans, 10.50%.
Approved Fund: any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Arrangers: Bank of America (and any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), JPMorgan Chase Bank, N.A. and Seaport Loan Products, LLC.
Arranger Indemnitees: the Arrangers and their respective Related Parties.
Asset Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of the Borrower or any Subsidiary (whether effected pursuant to a Division or

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otherwise), including a disposition of Property in connection with a sale-leaseback transaction or synthetic lease.
Assignment and Acceptance: an assignment agreement between a Lender and Eligible Assignee, in substantially the form of Exhibit C.
Available Amount: at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:
(a)$10,000,000, plus (ii) the Retained Excess Cash Flow Amount as of such date to the extent Not Otherwise Applied; plus
(b)the sum of (i) 100% of the aggregate amount of cash contributions to the common capital of (or the net proceeds of an offering of Equity Interests by) the Borrower after the Effective Date at such time Not Otherwise Applied, plus (ii) the Net Proceeds of issuances or incurrences of Debt after the Effective Date of the Borrower or any Subsidiary owed or issued, as applicable, to a Person other than the Borrower or a Subsidiary which shall have been subsequently exchanged for or converted into Equity Interests of the Borrower at such time Not Otherwise Applied, plus
(c)in the event that all or a portion of the Available Amount has been applied to make an Investment pursuant to clause (r) of the definition of “Restricted Investment”, an amount equal to the aggregate amount received by the Borrower or any Subsidiary in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any Subsidiary) of any such Investment less any amounts that would be deducted pursuant to clauses (a) through (e) of the definition of “Net Proceeds” if such sale constituted an Asset Disposition, (ii) any dividend or other Distribution received in respect of any such Investment or (iii) interest, returns of principal, repayments and similar payments received in respect of any such Investment, in each case, to the extent Not Otherwise Applied; provided that the amount added to Available Amount pursuant to this clause (c) shall not exceed the amount of the Investment made in reliance upon clause (r) of the definition of “Restricted Investment”, plus
(d)any Declined Amounts; less
(e)any usage of such Available Amount pursuant to this Agreement.
Bail-In Action: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution.
Bail-In Legislation: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the

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resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bank of America: Bank of America, N.A., a national banking association, and its successors and assigns.
Bank of America Indemnitees: Bank of America and its Related Parties.
Bank Product: any of the following products, services or facilities extended to any Obligor by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services, cash management services and (d) other banking products or services as may be requested by any Obligor, other than Letters of Credit (as defined in the ABL Credit Agreement).
Bankruptcy Code: Title 11 of the United States Code, as amended from time to time or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.
Base Rate: for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as of such day, plus 1.0%.
Base Rate Loan: any Loan that bears interest based on the Base Rate.
Benefit Plan: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
Board of Directors: the Board of Directors of the Borrower or any committee thereof duly authorized to act on behalf of such Board of Directors.
Board of Governors: the Board of Governors of the Federal Reserve System.
Borrowed Money: with respect to any Obligor, without duplication, (a) all obligations of such Obligor for borrowed money; (b) all obligations of such Obligor evidenced by notes, bonds, debentures, credit documents or similar instruments, including obligations so incurred in connection with the acquisition of Property, assets or businesses; (c) all Capital Leases; (d) all reimbursement obligations with respect to letters of credit; and (e) Purchase Money Debt.
Borrower: as defined in the preamble.
Borrower Materials: Compliance Certificates and other information, reports, financial statements and other materials delivered by the Borrower hereunder.
Borrowing: a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

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Borrowing Base: means, as of any date, an amount equal to: (a) 50% of the face amount of all accounts receivable owned by the Borrower and its Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus (b) 25% of the book value of all inventory owned by the Borrower and its Subsidiaries as of the end of the most recent fiscal quarter preceding such date; provided, however, that, (i) if Debt is being incurred to finance an Acquisition pursuant to which any accounts receivable or inventory will be acquired (whether through the direct acquisition of assets or the acquisition of Equity Interests of a Person), the Borrowing Base shall include the applicable percentage of any accounts receivable and inventory to be acquired in connection with such acquisition and (ii) any accounts receivable owned by an Excluded Receivables Subsidiary, or which the Borrower or any of its Subsidiaries has agreed to transfer to a Excluded Receivables Subsidiary, shall be excluded for purposes of determining such amount.
Business Day: (i) with respect to Base Rate Loans, any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York, New York and (ii) with respect to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.
Capital Expenditures: all liabilities incurred, expenditures made or payments due (whether or not made) by the Borrower or a Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year, including the principal portion of Capital Leases, provided, that “Capital Expenditures” shall not include any such expenditures which constitute an Acquisition permitted by Section 10.2.6.
Capital Lease: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.
Cash Collateral: cash, and any interest or other income earned thereon, that is delivered to Administrative Agent to Cash Collateralize any Obligations.
Cash Collateral Account: a demand deposit, money market or other account established by Administrative Agent at such financial institution as Administrative Agent may select in its sole discretion, which account shall be subject to Administrative Agent’s Liens for the benefit of Secured Parties.
Cash Collateralize: the delivery of cash to Administrative Agent, as security for the payment of Obligations, in an amount equal to, with respect to any inchoate, contingent or other Obligations, Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. Such deposits shall not bear interest other than any interest earned on the investment of such deposits, which investments shall be made only in Cash Equivalents and at the direction of the Borrower and at the Borrower’s risk and expense. “Cash Collateralization” has a correlative meaning.
Cash Equivalents: (i) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (ii) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case

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which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (iii) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (i) and (ii) entered into with any bank meeting the qualifications specified in clause (ii); (iv) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; (v) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P; and (vi) in the case of any Foreign Subsidiary, (A) investments of the type and (to the extent applicable) maturity described in clauses (i) through (v) above of (or maintained with) a comparable foreign obligor, which investments or obligors (or the parent thereof) have ratings described in clause (ii) or (iii) above, if applicable, or equivalent ratings from comparable foreign rating agencies or (B) investments of the type and maturity (to the extent applicable) described in clauses (i) through (v) above of (or maintained with) a foreign obligors (or the parent thereof), which investments or obligors (or the parents thereof) are not rated as provided in such clauses or in subclause (A) of this clause (vi) but which are, in the reasonable judgment of the Company, comparable in investment quality to such investments and obligors (or the parents of such obligors).
Cash Management Services: any services provided from time to time by any Lender or any of its Affiliates to the Borrower or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.
Casualty Proceeds: as defined in Section 5.3.1(b).
CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).
CFC: a “controlled foreign corporation” as defined in Section 957 of the Code.
Change in Law: the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof; or (c) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that “Change in Law” shall include, regardless of the date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.
Change of Control: the occurrence of any of the following events: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in the Rules 13d-3 and 13d-5 under the Exchange Act, except for purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any

7



such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Borrower; (b) the merger or consolidation of the Borrower with or into another Person or the merger of another Person with or into the Borrower, or the sale of all or substantially all the assets of the Borrower (determined on a consolidated basis) to another Person other than a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Borrower immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and substantially the same proportion as before the transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Obligations and a Subsidiary of the transferor of such assets; or (c) a “change of control” under the ABL Credit Agreement or any similar definition or concept in any Refinancing Debt of any of the foregoing.
Claims: all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Administrative Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.
Class: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Incremental Term Loans or Extended Term Loans; when used in reference to any Term Loan Commitment, refers to whether such Term Loan Commitment is an Initial Term Loan Commitment, a Term Loan Commitment with respect to any Incremental Term Facility; and when used in reference to any Lender, refers to whether such Lender has a Term Loan or Term Loan Commitment with respect to a particular Class. Incremental Term Loans (together with the respective Incremental Term Loan Commitments in respect thereof) shall, at the election of the Borrower, be construed to be in different Classes.
Code: the Internal Revenue Code of 1986.
Collateral: all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.
Commodity Exchange Act: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time and any successor statute.

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Compliance Certificate: a certificate, in the form of Exhibit F or such other certificate, in form and substance satisfactory to Administrative Agent.
Connection Income Taxes: Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes.
Consolidated Net Income: as of any date for the applicable period ending on such date with respect to the Borrower and the Subsidiaries on a consolidated basis, net income (or loss) (excluding, without duplication, (i) extraordinary items, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (except to the extent required for any calculation of EBITDA on a Pro Forma Basis), (iii) any out of period restoration (or diminution) of income of any contingent reserve, and related tax effect in accordance with GAAP, and (iv) the cumulative effect of a change in accounting principles during such period) as determined in accordance with GAAP.
Consolidated Working Capital: at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries on such date and (ii) long-term deferred revenue, but excluding, without duplication, (1) the current portion of any Funded Debt, (2) all Debt consisting of Revolver Loans and LC Obligations (as such terms (or analogous terms) are defined in the ABL Credit Agreement) to the extent otherwise included therein, (3) the current portion of interest, (4) the current portion of current and deferred income taxes, (5) the current portion of any Capital Leases and (6) deferred revenue arising from cash receipts that are earmarked for specific projects. In all events, the effects of purchase accounting shall be excluded.
Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, Foreign Bank Product Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.
Copyright Security Agreement: each copyright security agreement pursuant to which an Obligor grants to Administrative Agent, for the benefit of Secured Parties, a Lien on such

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Obligor’s interests in its Copyrights, as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.
Copyrights: as defined in the definition of “Intellectual Property”.
CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.).
Declined Amounts: as defined in Section 5.3.1(e).
Declining Lender: as defined in Section 5.3.1(e).
Debt: as applied to any Person, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services, but excluding trade payables and accrued obligations incurred and being paid in the Ordinary Course of Business; (c) all Contingent Obligations; (d) all obligations of such Person evidenced by bonds, debentures, notes, credit documents or similar instruments, including obligations so incurred in connection with the acquisition of Property, assets or businesses; (e) all obligations of such Person under conditional sale or other title retention agreements or incurred as financings relating to Property purchased by such Person; (f) the principal balance of any synthetic lease, tax retention operating lease, off-balance sheet loan, or similar off-balance sheet financing; (g) all Capital Leases; (h) all Debt of others secured by (or for which the holder of such Debt 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 obligations secured thereby have been assumed; (i) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (j) in the case of the Obligors, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer 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 that terms of such Debt provide that such Person is liable therefor.
Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.
Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto (other than to Defaulting Lenders).
Defaulting Lender: any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two Business Days; (b) has notified Administrative Agent or the Borrower that such Lender does not intend to comply with its funding obligations hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within three Business Days following request by Administrative Agent or the Borrower, to confirm in a manner satisfactory to Administrative Agent and the Borrower that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding (including reorganization, liquidation, or appointment of a receiver, custodian, administrator or similar Person by the Federal Deposit Insurance Corporation or any other regulatory authority) or Bail-In Action; provided, however, that a Lender shall not be a Defaulting Lender solely by

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virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate or otherwise to reject such Lender’s agreements.
Deposit Account Control Agreements: the deposit account control agreements to be executed by the applicable Obligor, Administrative Agent, the ABL Administrative Agent and each institution maintaining a Deposit Account (other than payroll, trust, tax withholding, employee benefits and petty cash Deposit Accounts) for each Obligor, in favor of Administrative Agent, for the benefit of Secured Parties as security for the Obligations, and in favor of the ABL Administrative Agent, for the benefit of the Secured Parties (as such term is defined in the ABL Credit Agreement) as security for the Obligations (as such term is defined in the ABL Credit Agreement).
Designation Date: as defined in Section 2.1.6.
Designated Jurisdiction: any country or territory that is the subject of any Sanction.
Designated Permitted Asset Disposition: a Permitted Asset Disposition consummated in reliance upon clause (b) of the definition thereof.
Distribution: any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest; provided, that in no event shall a “Distribution” include (i) cashless exercise of options, (ii) retirement of fractional shares, (iii) repurchases of Equity Interests deemed to occur in connection with the surrender of shares of Equity Interests to satisfy tax withholding obligations, (iv) the cashless exercise of warrants, or (v) any other distribution, interest or dividend on any Equity Interest or any purchase, redemption or other acquisition or retirement for value of any Equity Interest.
Dividing Person: as defined in the definition of “Division.”
Division: the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
Division Successor: any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.
Dollars and $: lawful money of the United States.
Domain Names: as defined in the definition of “Intellectual Property”.

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Domestic Subsidiary: any direct or indirect Subsidiary of the Borrower that is organized under the laws of the United States or any state, protectorate or territory of the United States.
        Early Prepayment Amount: as defined in Section 3.2.3

Early Prepayment Event: as defined in Section 3.2.3.

Early Prepayment Fee: as defined in Section 3.2.3.

EBITDA: determined on a consolidated basis for the Borrower and Subsidiaries, the sum of:

(i)        Consolidated Net Income, calculated before or plus, as the case may be, without duplication:

(a)        interest expense,

(b)        provision for income taxes,

(c)        depreciation and amortization expense,

(d)        gains or losses arising from the sale of capital assets,

(e)        gains arising from the write-up of assets,

(f)        any extraordinary gains,

(g)        non-cash charges and expenses (other than those which represent a reserve for or actual cash item in such period or any future period),

(h)        reasonable and customary fees, expenses, premiums and other charges in connection with the issuance or repayment of Debt, the issuance of Equity Interests, any refinancing transaction, amendment or other modification of any debt instrument, the making of any Investment, or any non-ordinary course asset sale, in each case whether or not consummated,

(i)        costs and expenses in connection with the termination of the Obligors’ existing credit facility, the redemption of the Second Lien Notes, and the execution of the Loan Documents and ABL Loan Documents,

(j)        severance costs and expenses to the extent paid in cash in an amount not to exceed (i) $1,500,000 in the Fiscal Year ending December 31, 2016, (ii) $4,000,000 in the Fiscal Year ending December 31, 2017 and2017, (iii) $2,000,000 in the Fiscal Year ending December 31, 2018, (iv) $2,000,000 in the Fiscal Year ending December 31, 2019 and (v) $6,000,000 in the aggregate in any subsequent Fiscal Year,


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(k)        any non-cash losses resulting from mark to market accounting of Hedging Agreements,

(l)        the amount of any restructuring charge or reserve, integration cost or other business optimization expense, retention, non-recurring charges or expenses, recruiting, relocation and signing bonuses and expenses, systems establishment costs, costs associated with office and facilities opening, closing and consolidating, transaction fees and expenses in an amount for any four consecutive fiscal quarter period not to exceed $3,000,000,6,000,000,

(m)        in connection with the preparation, negotiation, approval, execution and delivery of this Agreement, any Loan Document, the ABL Credit Agreement and the transactions relating hereto and thereto, including all transaction fees, costs, charges and expenses incurred within 120 days following the Effective Date,

(n)        the amount of any cash payments in connection with the settlement or payment of any judgment arising in connection with certain litigation matters pending against the Borrower, along with associated legal fees, costs and expenses paid in connection with such litigation, in amount not to exceed $3,000,000 in the aggregate, and

(o)        the amount of “run rate” cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or reasonably expected to be taken (which cost savings shall be added to EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings are reasonably identifiable and quantifiable in the good faith judgment of the Borrower, (B) no cost savings shall be added pursuant to this clause (B) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (A) above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken), (C) such actions have been taken, are committed to be taken or are reasonably expected to be taken within 12 months after the end of the relevant period, and (D) such cost savings do not exceed in any four consecutive fiscal quarter period 10.0% of EBITDA (prior to giving effect to this clause (o)), minus

(ii)        non-cash gains (including those resulting from mark to market accounting of Hedging Agreements), minus

(iii)        cash payments made in such period to the extent such payments relate to a non-cash loss, charge or expense in any prior period which was added back in determining EBITDA.
Effective Date: the date each of the conditions set forth in Section 6.1 is satisfied.

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Effective Date Total Leverage Ratio: 3.80 : 1.00.
EEA Financial Institution: (a) any credit institution or investment firm established in an EEA Member Country that is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above; or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.
EEA Member Country: any of the member states of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority: any public administrative authority or any Person entrusted with public administrative authority of an EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Effective Date: the date each of the conditions set forth in Section 6.1 is satisfied.
Effective Date Total Leverage Ratio: 3.00 : 1.00.
Elevated Pricing Period: as defined in the definition of “Applicable Margin.”
Eligible Assignee: (a) a Lender, Affiliate of a Lender or Approved Fund; (b) an assignee approved by the Borrower (which approval shall not be required if any Event of Default has occurred and is continuing, and which approval shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within fifteenfive Business Days after notice of the proposed assignment) and Administrative Agent; or (c) during an Event of Default, any Person acceptable to Administrative Agent in its discretion. No Defaulting Lender or any of its Subsidiaries nor any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender shall be an Eligible Assignee.
Enforcement Action: any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, exercise of setoff or recoupment, or otherwise).
Environmental Laws: all Applicable Laws (including all programs, local policies, permits and guidance promulgated by regulatory agencies), relating to public health (with respect to exposure to hazardous substances or wastes, but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA or to the conditions of the workplace, or any emission or substance capable of causing harm to any living organism or the environment.
Environmental Notice: a notice from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

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Environmental Release: a release as defined in CERCLA or under any other Environmental Law.
Equity Interest: the interest of any (a) shareholder in a corporation, company, or beneficial interests in a trust or other equity ownership interest of a Person and any warrants, options, or other rights entitling the holder thereof to purchase or acquire any such equity interest; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.
ERISA: the Employee Retirement Income Security Act of 1974.
ERISA Affiliate: any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, or any Obligor or ERISA Affiliate requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.
EU Bail-In Legislation Schedule: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Event of Default: as defined in Section 11.1.
Excess Cash Flow: means, for any period, an amount equal to the excess of:
(a)the sum, without duplication, of:
(i)Consolidated Net Income of the Borrower for such period,

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(ii)an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income,
(iii)decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and the Subsidiaries completed during such period or the application of purchase accounting),
(iv)an amount equal to the aggregate net non-cash loss on dispositions by the Borrower and the Subsidiaries during such period (other than dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, and
(v)cash receipts in respect of Swap Obligations during such fiscal year to the extent not otherwise included in Consolidated Net Income, over
(b)the sum, without duplication, of:
(i)the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (i) through (v) of the definition of Consolidated Net Income,
(ii)without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of Intellectual Property accrued or made in cash during such period, except to the extent that such Capital Expenditures or acquisitions were financed with the proceeds of Debt of the Borrower or the Subsidiaries,
(iii)the aggregate amount of all principal payments of Debt of the Borrower and the Subsidiaries (including (A) the principal component of payments in respect of Capital Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 5.3.1(b) to the extent required due to an Asset Disposition or insurance or condemnation award that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase), except to the extent financed with the proceeds of other Debt of the Borrower or the Subsidiaries,
(iv)an amount equal to the aggregate net non-cash gain on dispositions by the Borrower and the Subsidiaries during such period (other than Asset Dispositions in the Ordinary Course of Business) to the extent included in arriving at such Consolidated Net Income,
(v)increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and the Subsidiaries completed during such period or the application of purchase accounting),

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(vi)cash payments by the Borrower and the Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Subsidiaries other than Debt,
(vii)cash payments made in connection with Permitted Acquisitions and Investments made in reliance upon clauses (m), (q) and (t) of the definition of Restricted Investments, but only to the extent financed with internally generated cash flow of the Borrower and the Subsidiaries;
(viii)the amount of Distributions paid during such period pursuant to Sections 10.2.4(c) and 10.2.4(d), including retirements of fractional shares, to the extent such amounts were financed with internally generated cash flow of the Borrower and the Subsidiaries;
(ix)the aggregate amount of expenditures actually made by the Borrower and the Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income,
(x)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Subsidiaries during such period that are made in connection with any prepayment of Debt,
(xi)without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period; provided that, to the extent the aggregate amount of internally generated cash flow actually utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions of Intellectual Property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and
(xii)the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.
Excess Cash Flow Period: any fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2018 but in all cases for purposes of calculating the Retained Excess Cash Flow Amount shall only include such fiscal years for which financial statements and a Compliance Certificate have been delivered in accordance with Section 10.1.2 and for which any prepayments required by Section 5.3.1(a) (if any) have been made (it being understood that the Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period shall be included in the Retained Excess Cash Flow Amount regardless of whether a prepayment is required by Section 5.3.1(a)).

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Exchange Act: the U.S. Securities Exchange Act of 1934, as amended.
Excluded Collateral: as defined in Section 7.1.
Excluded Receivables Subsidiary: any Subsidiary created and operated for the sole purpose of collecting and selling accounts receivable and assets related thereto pursuant to any Qualified Receivables Transaction; provided that such Subsidiary may engage in necessary corporate governance, accounting and other similar incidental transactions required in connection with maintaining its existence.
Excluded Subsidiary: (a) each Excluded Receivables Subsidiary; (b) each Immaterial Subsidiary; (c) each Foreign Holding Company; (d) each Domestic Subsidiary that is owned directly or indirectly by any Foreign Subsidiary that is a CFC or any Foreign Holding Company; (e) each Foreign Subsidiary; and (f) each non-wholly-owned Subsidiary.
Excluded Swap Obligation: with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such Obligor’s guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because the Obligor does not constitute an “eligible contract participant” as defined in the act (determined after giving effect to any keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Swap Obligations by other Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a Hedging Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Swap Obligation(s) for the applicable Obligor.
Excluded Taxes: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by a Recipient’s net income (however denominated), franchise Taxes and branch profits Taxes (i) as a result of such Recipient being organized under the laws of, or having its principal office or applicable Lending Office located in, the jurisdiction imposing such Tax, or (ii) constituting Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to its interest in a Loan or Term Loan Commitment pursuant to a law in effect when the Lender acquires such interest (except pursuant to an assignment at the request of the Borrower) or changes its Lending Office, unless the Taxes were payable to its assignor immediately prior to such assignment or to the Lender immediately prior to its change in Lending Office; (c) Taxes attributable to a Recipient’s failure to comply with Section 5.10; and (d) U.S. federal withholding Taxes imposed pursuant to FATCA. In no event shall “Excluded Taxes” include any withholding imposed on amounts paid by or on behalf of a foreign Obligor to a Recipient that has complied with Section 5.10.2.
Existing Loans: as defined in Section 2.1.6.
Existing Tranche: as defined in Section 2.1.6.
Extended Term Loans: as defined in Section 2.1.6.
Extended Tranche: as defined in Section 2.1.6.

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Extended Term Lender: as defined in Section 2.1.6.
Extension: as defined in Section 2.1.6.
Extension Amendment: as defined in Section 2.1.6.
Extension Date: as defined in Section 2.1.6.
Extension Election: as defined in Section 2.1.6.
Extension Request: as defined in Section 2.1.6.
Extension Request Deadline: as defined in Section 2.1.6.
Extraordinary Expenses: all costs, expenses or advances that Administrative Agent or any Lender may incur during a Default or an Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) subject to Section 15.2, any action, arbitration or other proceeding (whether instituted by or against Administrative Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Administrative Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Administrative Agent or any Lender in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.
Facility: the Initial Term Facility, any Incremental Term Facility, any other Tranche of Term Loan Commitments or Term Loans, and any other Facility hereunder, as the context may require.
FATCA: Sections 1471 through 1474 of the Code (including any amended or successor version if substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any law, regulation, rule, promulgation or official agreement implementing an official governmental agreement or intergovernmental agreement with respect to the foregoing.
FCPA: as defined in Section 9.1.25.
Federal Funds Rate: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System on the applicable day (or the

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preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up to the nearest 1/100 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Administrative Agent; provided, that in no event shall such rate be less than zero.
Financial Covenant: as definedeach financial covenant described in Section 10.3.
First Amendment: that certain First Amendment to Term Loan and Security Agreement, dated May 11, 2020, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.
First Amendment Effective Date: as defined in the First Amendment.
Fiscal Month: each fiscal month of the Borrower and Subsidiaries for accounting and tax purposes.
Fiscal Quarter: each period of three Fiscal Months, commencing on the first day of a Fiscal Year.
Fiscal Year: the fiscal year of the Borrower and Subsidiaries for accounting and tax purposes, ending on or about December 31 of each year.
Flood Insurance Laws: collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973), (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert-Waters Flood Insurance Reform Act of 2012, each as now or hereafter in effect or any successor statute thereto.
FLSA: the Fair Labor Standards Act of 1938, as amended from time to time.
Foreign Bank Product Debt: Debt and other obligations of a Foreign Subsidiary relating to Bank Products.
Foreign Holding Company: any Subsidiary of the Borrower all or substantially all of the assets of which consist of Equity Interests of one or more Foreign Subsidiaries that are CFCs (or are treated as consisting of such assets for U.S. federal income tax purposes).
Foreign Lender: any Lender that is not a U.S. Person.
Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.
Foreign Subsidiary: any Subsidiary that is not a Domestic Subsidiary.
Full Payment: with respect to any Obligations (other than contingent obligations not then due and owing or for which no claim has been made), (a) the full cash payment thereof,

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including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Obligations are contingent and asserted or likely to be asserted, Cash Collateralization thereof (or delivery of a standby letter of credit reasonably acceptable to Administrative Agent in its discretion, in the amount of required Cash Collateral); and (c) a satisfaction or release of any Claims of Obligors against Administrative Agent and Lenders arising on or before the payment date.
Fund: any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
Funded Debt: all Debt of the Borrower and the Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Debt in respect of the Loans.
GAAP: generally accepted accounting principles in effect in the United States from time to time.
Governmental Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.
Governmental Authority: any federal, state, municipal, local, foreign or other governmental department, agency, authority, body, commission, board, bureau, court, instrumentality, political subdivision, local authority, council, regulatory body, central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, for any governmental, judicial, investigative, regulatory or self-regulatory authority (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or European Central Bank).
Guarantor: any Person who guarantees payment or performance of any Obligations, which, as of the Effective Date, shall include each Subsidiary other than any Excluded Subsidiary.
Guaranty: each guaranty agreement executed by a Guarantor in favor of Administrative Agent.
Hedging Agreement: any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code.
Immaterial Subsidiary: any Subsidiary of the Borrower (a) the assets of which Subsidiary constitute less than or equal to 2.5% of the Total Assets of the Borrower and its Subsidiaries on a consolidated basis and collectively with all Immaterial Subsidiaries, less than or equal to 7.5% of

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the Total Assets of the Borrower and its Subsidiaries on a consolidated basis, and (b) the revenues of which Subsidiary account for less than or equal to 2.5% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis and collectively with all Immaterial Subsidiaries, less than or equal to 7.5% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis.
Incremental Amendment: an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and the Lenders providing Debt in accordance with Section 2.1.4 or Section 2.1.5.
Incremental Cap: as of any time of determination, the sum of:
(a)$20,000,000 less (ii) the aggregate principal amount of all Incremental Term Facilities and Term Facility Increases previously incurred in reliance on the foregoing clause (i) after the Effective Date; plus
(b)an additional amount to the extent that the Total Leverage Ratio on a Pro Forma Basis after giving effect to the incurrence of any such proposed Incremental Term Facilities and any related transactions (not including the Net Proceeds of any proposed Incremental Term Facility or Term Facility Increases in the amount of cash to be netted in calculating the Total Leverage Ratio for such purpose but including any simultaneous incurrence of Debt in reliance on the foregoing clause (a)) would be less than or equal to 3.50:1.00,
it being understood that debt may be incurred under both clauses (a) and (b), but that proceeds from any such incurrence shall be utilized by first calculating the incurrence under clause (a) above and then calculating the incurrence under clause (b) above.
Incremental Term Facility: as defined in Section 2.1.5.
Incremental Term Facility Effective Date: as defined in Section 2.1.5.
Incremental Term Loan: as defined in Section 2.1.5.
Incremental Term Loan Commitment: as defined in Section 2.1.5.
Indemnified Taxes: (a) Taxes, other than Excluded Taxes, imposed on or relating to any payment of an Obligation; and (b) to the extent not otherwise described in clause (a), Other Taxes.
Indemnitees: Administrative Agent Indemnitees, Arranger Indemnitees, Lender Indemnitees and Bank of America Indemnitees.
Indenture: as defined in the preamble.
Initial Maturity Date: April 12, 2023.

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        Initial Term Loan Commitment: as to each Lender, its obligation to make Initial Term Loans to the Borrower pursuant to Section 2.1.1 in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1 under the caption “Initial Term Loan Commitment” or opposite a comparable caption in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Initial Term Loan Commitments of all Lenders is $175,000,000.
        Initial Term Facility: (a) on or prior to the Effective Date, the aggregate Initial Term Loan Commitments of all Lenders at such time and (b) thereafter, the aggregate Initial Term Loans of all Lenders at such time.
Initial Term Loans: as defined in Section 2.1.1.
Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian or similar officer for such Person or any part of its Property; or (c) a general assignment or trust mortgage for the benefit of creditors.
Intellectual Property: all intellectual and similar Property of a Person, including the following:
(a)any patent, and any divisions, inventions, continuations (including, but not limited to, continuations-in-parts) and improvements thereof, as well as any application for a patent made now or hereafter, together with all causes of action arising prior to or after the date hereof for infringement of any of the foregoing (collectively, “Patents”);
(b)any United States or foreign copyright rights to any works of authorship or other copyrightable subject matter, including any registrations of any copyrights in the United States Copyright Office or any foreign equivalent office, as well as any application for a copyright registration now or hereafter made with the United States Copyright Office or any foreign equivalent office, together with all causes of action arising prior to or after the date hereof for infringement of any of the foregoing (collectively, “Copyrights”);
(c)all Internet domain names and associated uniform resource locator addresses (collectively, “Domain Names”);
(d)all computer programs, object code, source code and supporting documentation, including, without limitation, “software” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York and computer programs that may be construed as included in the definition of “goods” in the Uniform Commercial Code as in effect on the date hereof in the State of New York, and all media that may contain Software or recorded data of any kind (collectively, “Software”);
(e)any trade secrets or other proprietary and confidential information, including unpatented inventions, invention disclosures, engineering or other technical data,

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financial data, procedures, know-how, designs, personal information, supplier lists, customer lists, business, production or marketing plans, formulae, methods (whether or not patentable), processes, compositions, schematics, ideas, algorithms, techniques, analyses, proposals, source code, object code and data collections (collectively, “Trade Secrets”); and
(f)all right, title and interest in and to any trademarks, service marks and trade names, including any registration or application for registration of any trademarks and service marks, which are registered or filed in the United States Patent and Trademark Office or the equivalent thereof in any state of the United States or any equivalent foreign office or agency, as well as any unregistered trademarks and service marks and any trade dress including logos, designs, fictitious business names and other business identifiers used by such Person or any other indicia of origin, and all causes of action arising prior to or after the date hereof for infringement of any of the foregoing or unfair competition regarding the same (collectively, “Trademarks”).
Intellectual Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that the Borrower’s or a Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.
Intercreditor Agreement: the Intercreditor Agreement, dated as of April 12, 2017, the Borrower, the other Obligors from time to time party thereto as grantors, Bank of America, as ABL Facility Security Agent, Bank of America, as Term Loan Security Agent, and certain other Persons party or that may become party thereto from time to time.
Interest Payment Date: as defined in Section 3.1.1(c).
Interest Period: as defined in Section 3.1.3.
Investment: any Acquisition; any acquisition of record or beneficial ownership of any Equity Interests of a Person; or any loan, advance or capital contribution to or other investment in any other Person.
IRS: the United States Internal Revenue Service.
Junior Debt: as defined in Section 10.2.9.
Latest Maturity Date: at any date of determination, the latest maturity date applicable to any Tranche of Term Loans hereunder at such time, including the latest maturity or expiration date of any Initial Term Loan, any Extended Term Loan or any Incremental Term Facility (or Loan thereunder), in each case, as extended in accordance with this Agreement from time to time.
Lender Indemnitees: Lenders, the Affiliates of any Lender, and the officers, directors, employees, agents and attorneys of each Lender and each such Affiliate.
Lenders: as defined in the preamble to this Agreement, including any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

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Lending Office: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Administrative Agent and the Borrower.
LIBOR: the per annum rate of interest determined by Administrative Agent at or about 11:00 a.m. (London time) two Business Days prior to an interest period, for a term equivalent to such period, equal to the London Interbank Offered Rate, or comparable or successor rate approved by Administrative Agent, as published on the applicable Bloomberg screen page (or other commercially available source designated by Administrative Agent from time to time); provided, that any comparable or successor rate shall be applied by Administrative Agent, if administratively feasible, in a manner consistent with market practice (the “LIBOR Screen Rate”); provided further, that in no event shall LIBOR be less than 1.00%.
LIBOR Loan: each set of LIBOR Term Loans having a common length and commencement of Interest Period.
LIBOR Screen Rate: as defined in the definition of “LIBOR”.
LIBOR Successor Rate Conforming Changes: with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).
LIBOR Term Loan: a Term Loan that bears interest based on LIBOR.
License: with respect to any Obligor, all of such Obligor’s right, title, and interest in and to any and all licensing agreements or similar arrangements relating to its owned Intellectual Property and any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with (a) any manufacture, marketing, distribution or disposition of Collateral, (b) any use of Property or (c) any other conduct of its business, and all income, Royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and all rights to sue for past, present, and future breaches thereof.
Licensor: any Person from whom an Obligor obtains the right to use any Intellectual Property.
Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens (statutory or other), mortgages, collateral assignments, deposit arrangements, charges, preferences, priorities or other security arrangements of any kind or nature whatsoever (including

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any agreement to give any of the foregoing any conditional sale or retention of title agreement, any financing or similar agreement), security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property; provided, however, that non-exclusive licenses of Intellectual Property in the Ordinary Course of Business are not Liens.
Loan: a Term Loan.
Loan Account: the loan account established by each Lender on its books pursuant to Section 5.8.
Loan Documents: this Agreement, Other Agreements and Security Documents.
Margin Stock: as defined in Regulation U of the Board of Governors.
Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, has or could be reasonably expected to have a material adverse effect on (a) the business, operations, Properties or financial condition of the Obligors, taken as a whole; (b) the enforceability of the Loan Documents, or on the validity or priority of Administrative Agent’s Liens on the Collateral; (c) the ability of the Obligors, taken as a whole, to perform any obligations under the Loan Documents, including repayment of any Obligations; or (d) the ability of Administrative Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.
Material Contract: any agreement or arrangement to which an Obligor is party (other than the Loan Documents) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect.
Maturity Date: (a) with respect to the Initial Term Facility, the earliest of (i) the Initial Maturity Date and (ii) the date that the Initial Term Loans are declared due and payable pursuant to Section 11.2, (b) with respect to any Incremental Term Facility, the final maturity date as specified in the applicable Incremental Amendment and (c) with respect to any Tranche of Extended Term Loans, the final maturity date as specified in the applicable Extension Amendment,; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.
Minimum Extension Condition: as defined in Section 2.1.6.
Moody’s: Moody’s Investors Service, Inc., and its successors.
Mortgages: each mortgage, fixed charge, deed of trust or deed to secure debt, assignments of leases and rents, and other security documents pursuant to which the Borrower or the applicable Obligor grants to Administrative Agent, for the benefit of Secured Parties, a Lien upon any Mortgaged Property owned by the Borrower or the applicable Obligor, as security for the Obligations, each in form and substance reasonably satisfactory to the Administrative Agent, as amended, supplemented or otherwise modified from time to time.

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Mortgaged Properties: all parcels of Real Estate (other than a parcel with a fair market value (as reasonably determined by the Borrower in good faith) of less than $2,500,000) owned in fee by any Obligor; provided, however, that one or more parcels owned in fee by such Obligor and located adjacent to, contiguous with, and generally comprising one property in the reasonable discretion of the Administrative Agent, be deemed to be one parcel for the purposes of this definition.
Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
Net Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by an Obligor in cash from such Asset Disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien on Collateral sold; (c) transfer or similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale; (d) reserves for indemnities or purchase price adjustments, until such reserves are no longer needed; and (e) the Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the assets sold (provided that, to the extent such cash proceeds are not so used within 180 days of such Asset Disposition, such cash proceeds shall constitute Net Proceeds).
New Incremental Term Lender: as defined in Section 2.1.5.
Non-Extending Lender: as defined in Section 2.1.6.
Not Otherwise Applied: with reference to any proceeds of any transaction or event or of Excess Cash Flow or the Available Amount that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to prepay Loans pursuant to Section 5.3.1 and (b) has not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction.
Notes: each Term Loan Note.
Notice of Borrowing: a Notice of Borrowing to be provided by the Borrower to request a Borrowing of Term Loans, in substantially the form attached hereto as Exhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Senior Officer of the Borrower.
Notice of Conversion/Continuation: a Notice of Conversion/Continuation to be provided by the Borrower to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Administrative Agent.

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Obligations: all (a) principal of and premium, if any on the Loans, (b) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (c) obligations of Obligors under any indemnity for Claims, (d) Extraordinary Expenses and (e) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations.
Obligor: the Borrower, each Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Administrative Agent on its assets to secure any Obligations.
OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.
Ordinary Course of Business: the ordinary course of business of the Borrower or any Subsidiary, undertaken in good faith.
Organic Documents: with respect to any Person, as applicable, its charter, certificate or articles of incorporation, bylaws, articles of organization, articles of association, memorandum, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.
OSHA: the Occupational Safety and Health Act of 1970.
Other Agreement: each Note, Real Estate Document, Intercreditor Agreement, Compliance Certificate, Borrower Materials, amendment and/or joinder agreement entered into pursuant to Section 2.1.4 or 2.1.5, Extension Amendment, or other note, document, instrument or agreement (other than this Agreement or any Security Document), now or hereafter delivered by an Obligor or other Person (providing that an Obligor is also party to thereto) to Administrative Agent or a Lender in connection with any transactions relating hereto.
Other Connection Taxes: Taxes imposed on a Recipient due to a present or former connection between it and the taxing jurisdiction (other than connections arising from the Recipient having executed, delivered, become party to, performed obligations or received payments under, received or perfected a Lien or engaged in any other transaction pursuant to, enforced, or sold or assigned an interest in, any Loan or Loan Document).
Other Taxes: all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, any Loan Document, except Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to a request of the Borrower).
Participant: as defined in Section 14.2.

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Patent Security Agreement: each patent security agreement pursuant to which an Obligor grants to Administrative Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in its Patents, as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.
Patents: as defined in the definition of “Intellectual Property”.
Patriot Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended.
Payment Item: each check, draft or other item of payment payable to the Borrower, including those constituting proceeds of any Collateral.
PBGC: the Pension Benefit Guaranty Corporation.
Percentage: for any Lender (other than any Defaulting Lender), as applicable, the percentage of the aggregate Term Loan Commitments represented by its Term Loan Commitment.
Pension Plan: any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.
Perfection Certificate: a certificate (or supplement thereto) in substantially the form of Exhibit J.
Permitted Acquisition: any Acquisition as to which all of the following conditions are satisfied or waived:
(a)such Acquisition is an acquisition of all or substantially all of the assets or of all of the outstanding Equity Interests of another Person, involving a line or lines of business or a distribution channel which is related, similar or complementary to, or supportive of the lines of business or distribution channels in which the Borrower and its Subsidiaries, considered as an entirety, are engaged on the Effective Date;
(b)such Acquisition is not actively opposed by the Board of Directors (or similar governing body) of the selling Person or the Person whose equity interests are to be acquired;
(c)as soon as available, but not less than ten (10) days prior to the closing of such Acquisition (or such shorter time period as Administrative Agent may otherwise agree), the Borrower shall submit to Administrative Agent (i) notice of such Acquisition together with a reasonably detailed description of the business or assets to be acquired, (ii) copies of all available business and financial information as reasonably requested by Administrative Agent relating to such Acquisition, (iii) pro forma financial statements, (iv) audited financial statements for the acquired business or distribution channel for the

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most recent fiscal year, unless the same are unavailable, and the most recent unaudited financial statements for the acquired business or distribution channel, (v) a certificate of the chief financial officer of the Borrower certifying that such pro forma financial statements, on a combined basis, present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the date thereof after giving effect to such Acquisition, and which shall include a representation and warranty as to compliance with each of the other criteria for a “Permitted Acquisition” and (vi) at least five days prior to the date of such Acquisition (or such shorter time period as Agent may otherwise agree), the Borrower shall deliver drafts of the related purchase agreement, together with lien release letters and other documents as Administrative Agent may reasonably require to evidence the termination of Liens (other than Permitted Liens) and any other information as Administrative Agent may reasonably request, with final, executed copies of such purchase agreement and other related documents to be delivered no later than five days after the closing of such Acquisition;
(d)if the Person so acquired is intended to be a Guarantor, then prior to such Acquisition, Administrative Agent shall have been provided with such information as it shall reasonably request to complete its evaluation of any such Person (including all information necessary to comply with the Patriot Act);
(e)the Purchase Consideration paid by or on behalf of the Borrower and the other Subsidiaries for any such Acquisition of an entity that does not become a Guarantor (including by way of merger), when aggregated with the Purchase Consideration paid by or on behalf of the Borrower and the Subsidiaries for all other Acquisitions made by the Borrower and the Subsidiaries of entities that have not become Guarantors (including by way of merger), shall not exceed $15,000,000; andprovided that no such Acquisition of an entity that does not become a Guarantor (including by way of merger) shall be permitted from and after the First Amendment Effective Date;
(f)within the time periods specified in Section 10.1.9, Administrative Agent shall have a perfected and continuing first priority security interest in and Lien on all Term Loan First Lien Collateral, and subject to the Intercreditor Agreement, a perfected security interest in and Lien on all other assets that are the subject of such Acquisition (subject, in each case, to Permitted Liens); and
(a)on a Pro Forma Basis, the Total Leverage Ratio after giving effect to the subject Acquisition is less than or equal to the Effective Date Total Leverage Ratio.
Permitted Asset Disposition:
(a)a sale of Inventory in the Ordinary Course of Business;
(b)a disposition of Property for fair market value (as reasonably determined in good faith by the Borrower), provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) if the purchase price is greater than $1,000,000, not less than 75% of the consideration received in connection with the disposition shall be composed of cash and Cash Equivalents;

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(c)disposition of Inventory that is obsolete, unmerchantable or otherwise unsaleable in the Ordinary Course of Business and dispositions of accounts receivable in connection with the collection or compromise thereof in the Ordinary Course of Business (which, for the avoidance of doubt, shall exclude receivable financing or factoring);
(d)termination of a lease, sublease, license, sublicense, use agreement or similar agreement of real or personal Property which could not reasonably be expected to have a Material Adverse Effect;
(e)the leasing (including subleasing) or non-exclusive licensing (including sublicensing) of Intellectual Property, personal Property or real Property in the Ordinary Course of Business or the abandonment of Intellectual Property in the Ordinary Course of Business as permitted in Section 10.1.4;
(f)dispositions of obsolete, uneconomical, negligible, worn-out or surplus property;
(g)sales of Cash Equivalents and marketable securities;
(h)sales, transfers, leases, exchanges and dispositions (i) among the Obligors, (ii) from non-Obligors to the Obligors, (iii) among non-Obligors or (iv) to the extent constituting an Investment permitted hereunder, from Obligors to non-Obligor Subsidiaries;
(i)granting of Permitted Liens, (ii) Distributions permitted to be made pursuant to Section 10.2.4, (iii) dividends, distributions and purchases of Equity Interests excluded from the definition of “Distributions” pursuant to the proviso therein and (iv) Investments otherwise permitted hereunder (other than Investments made pursuant to clause (s) of the definition of “Restricted Investment”);
(j)mergers, consolidations, amalgamations, liquidations and dissolutions to the extent permitted by Section 10.2.10;
(k)termination of any Hedging Agreement;
(l)any disposition of Real Estate to a Governmental Authority as a result of casualty or a condemnation of such Real Estate;
(m)issuances of Equity Interests to qualifying directors of Foreign Subsidiaries or to Persons (other than the Borrower or a Subsidiary) required by Applicable Law to hold shares in a Subsidiary;
(n)the capitalization or forgiveness of Debt owed to it by other Obligors or Subsidiaries if such capitalization or forgiveness is required in order to comply with so-called “thin capitalization” rules;
(o)the cancellation, forgiveness, set off or acceptance of prepayments of Debt owed to the Borrower to the extent not otherwise prohibited by the terms of this Agreement;

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(p)dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims;
(q)dispositions set forth on Schedule 10.2.7;
(r)sale of accounts receivable and related rights or assets pursuant to any Qualified Receivables Transactions and preliminary intercompany transfers of accounts receivable and related rights or assets in connection therewith;
(s)dispositions approved in writing by Administrative Agent and Required Lenders;
(t)any Permitted Sale-Leaseback; and
(u)the sale or issuance of common Equity Interests of any Subsidiary to the Borrower or any other Subsidiary (provided that in the case of such issuance of common Equity Interests of a Subsidiary that is not a wholly owned Subsidiary, Equity Interests of such Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Borrower and the Guarantors).
Permitted Contingent Obligations: Contingent Obligations:
(a)arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business;
(b)arising from Hedging Agreements permitted hereunder;
(c)incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations;
(d)arising from customary indemnification obligations in favor of (i) purchasers of Equity Interests or in connection with Permitted Asset Dispositions and (ii) sellers in connection with Acquisitions permitted hereunder;
(e)arising under the Loan Documents or the ABL Loan Documents; or
(f)in an aggregate amount of $5,000,000 or less at any time.
Permitted Lien: as defined in Section 10.2.2.
Permitted Netted Cash: an amount equal to the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries credited to a deposit or securities account located in the United States as of the date of measurement; provided, that at no time shall such amount exceed $20,000,000.
Permitted Purchase Money Debt: Purchase Money Debt of the Borrower and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not at any time exceed the greater of (i) $15,000,000 and (ii) 3.0% of Total Assets (prior to giving effect to any acquisition or Investment made or intended to be made using the proceeds of such Purchase Money Debt).

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Permitted Ratio Debt: means Debt of the Borrower and/or any Guarantor; provided that:
(a)such Debt is either (i) senior unsecured or (ii) subordinated in right of payment to the Obligations,
(b)such Debt does not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Debt is incurred,
(c)such Debt has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Debt is incurred,
(d)immediately after giving effect thereto and to the use of the proceeds thereof, (i) no Default or Event of Default shall exist or result therefrom and (ii) the Total Leverage Ratio after giving effect to the incurrence of such Debt on a Pro Forma Basis is less than or equal to the Effective Date Total Leverage Ratio, and
(e)such Debt is issued on market terms for the type of Debt issued and for issuers having a similar credit profile and in any event with covenants that are not more restrictive (taken as a whole) with respect to the Borrower and the Subsidiaries than the covenants in this Agreement as reasonably determined by the Borrower in good faith; provided that a certificate of the Borrower as to the satisfaction of the conditions described in clause (e) above delivered to Administrative Agent at least five (5) Business Days prior to the incurrence of such Debt, together with a reasonably detailed description of the material covenants of the Debt proposed to be issued or drafts of documentation relating thereto, stating that the Borrower has reasonably determined in good faith that the terms of such Debt satisfy the foregoing requirements, shall be conclusive unless the Administrative Agent notifies the Borrower within three (3) Business Days of the receipt of such certificate that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees).
Permitted Sale-Leaseback: Asset Dispositions by the Borrower or Subsidiaries of fixed or capital assets pursuant to sale-leaseback transactions where the sale is for cash consideration in an amount not less than the fair value of such fixed or capital asset (as reasonably determined in good faith by the Borrower).
Person: any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.
Plan: any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

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Platform: as defined in Section 15.4.3.
Pledge Agreement: collectively, the pledge agreement, dated as of the Effective Date, among the Borrower and each other Domestic Subsidiary party thereto, as pledgors, and Bank of America, N.A., as pledgee, and each other pledge agreement executed by an Obligor in favor of Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.
Preferred Stock: as applied to the Equity Interests of any Person, the Equity Interests of any class or classes (however designated) which are preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class of such Person.
Prepayment Amount: as defined in Section 5.3.1(e).
Prepayment Date: as defined in Section 5.3.1(e).
Prepayment Fees: as defined in Section 5.3.2(b).
Prime Rate: the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly announced by Bank of America shall take effect at the opening of business on the day specified in the announcement.
Principal Increase: as defined in Section 3.1.1(d).
Pro Forma Basis: relative to a Specified Transaction, means that such Specified Transaction and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of an Acquisition or permitted Investment described in the definition of “Specified Transaction”, shall be included and (ii) in the case of a disposition of all or substantially all of the assets of or all of the Equity Interests of any Subsidiary of the Borrower or any division or product line of the Borrower or any of its Subsidiaries, shall be excluded, (b) any retirement of Debt, and (c) any Debt incurred or assumed by the Borrower or any of its Subsidiaries in connection therewith and if such Debt has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Debt as at the relevant date of determination.
Pro Rata: with respect to any Lender, a percentage (carried out to the ninth decimal place) determined by dividing the amount of such Lender’s Loans of a Class by the aggregate amount of all outstanding Loans of such Class.
Properly Contested: with respect to any obligation of an Obligor, (i) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (ii) the

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obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (iii) appropriate reserves have been established in accordance with GAAP; (iv) the failure to pay could not reasonably be expected to have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Obligor; (v) no Lien is imposed on assets of the Obligor, unless bonded and stayed to the reasonable satisfaction of Administrative Agent; and (v) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.
Property: any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
PTE: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Purchase Consideration: the aggregate, without duplication, of (i) cash paid or payable by the Borrower and its Subsidiaries, directly or indirectly to the sellers (including the repayment of any Debt or other obligations and payments with respect to consulting, non-compete or other agreements as a result of such Acquisition) in connection with any Acquisition, (ii) the Debt assumed or incurred by the Borrower and its Subsidiaries, whether in favor of the seller or any other Person, and whether fixed or contingent, including without limitation earn-outs and/or other contingent payments and other seller notes in connection with any Acquisition, and (iii) any other consideration given or obligation incurred by the Borrower or any Subsidiary in connection with any Acquisition in favor of the seller or any Affiliate of the seller; provided, however, Equity Interests of the Borrower issued in connection with any Acquisition shall be excluded from the determination of “Purchase Consideration”.
Purchase Money Debt: (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions, refinancings or replacements thereof in an aggregate principal amount that does not exceed the principal amount of the Debt being renewed, extended, refinanced or replaced (except by the amount of any accrued interest, payment in kind interest, reasonable closing costs, expenses, fees and premium paid in connection with such renewal, extension, refinancing or replacement).
Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCC; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender.
Qualified ECP: an Obligor with total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of such act.

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Qualified Receivables Transaction: any transaction or series of transactions designated in writing by the Administrative Agent to be a “Qualified Receivables Transaction” and which is entered into by the Borrower or its Subsidiaries, as applicable, pursuant to which the Borrower or its Subsidiaries, as applicable, may sell, convey or otherwise transfer to (i) any Excluded Receivables Subsidiary or (ii) any other Person (in the case of a transfer by an Excluded Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Borrower, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, and proceeds of such accounts receivable and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving accounts receivable; provided that such transaction shall not involve any recourse to the Borrower or any Subsidiary (other than recourse only to the Excluded Receivables Subsidiary or, solely with respect to Standard Securitization Undertakings, any other Subsidiary) for any reason other than repurchases of non-eligible accounts receivable.
RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).
Real Estate: collectively, all right, title and interest (whether as owner, lessor or lessee) in and to any and all parcels of or interests in real Property owned in fee or leased by any Obligor, whether by lease, license, easement or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all buildings, structures, parking areas or other improvements thereon and appurtenant fixtures incidental to the ownership, lease or operation thereof.
        Real Estate Documents: with respect to any Real Estate subject to a Mortgage, the following, in form and substance reasonably satisfactory to Administrative Agent and received by Administrative Agent for review within the time periods set forth in the applicable provisions of this Agreement:

(a)a Mortgage, duly executed and acknowledged by the applicable Obligor that is the owner of or holder of any interest in the Mortgaged Property, and otherwise in form for recording in the recording office of the appropriate Clerk of Court of the county where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as may be necessary or advisable in connection with the recording or filing thereof to create a Lien under applicable laws, and such financing statements and other instruments as may be necessary or advisable to grant a mortgage or deed of trust Lien under the laws of the applicable jurisdiction on the Mortgaged Property (provided that if a mortgage tax will be owed on the entire amount of the Obligations evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Obligations allocated to the applicable Mortgaged Property and (y) an amount equal to 110% of the fair market value of the Mortgaged Property (as reasonably determined by the Borrower in good faith) at the time the Mortgage is entered into, which in the case of clause (y) will result in a limitation of the Obligations secured by the Mortgage to such amount);


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(b)a mortgagee title policy (or binder therefor) covering Administrative Agent’s interest under the Mortgage, in form, substance and amount and by an insurer acceptable to Administrative Agent, and evidence reasonably acceptable to the Administrative Agent of payment by the Borrower or the applicable Obligor of all title insurance policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, costs and expenses required for the recording of the Mortgages and the issuance of the title insurance policies and requested title endorsements;

(c)a current ALTA or equivalent survey of the Real Estate, containing, among other things, a property description and flood plain certification, and certified by a licensed surveyor reasonably acceptable to Administrative Agent or an existing survey together with an affidavit of no change in each case reasonably acceptable to Administrative Agent and sufficient for the title insurer to remove the standard survey exception from the mortgagee title policy referenced in clause (b) above and to provide the coverage referenced in clause (b), including reasonable and customary survey and survey-related endorsements thereto; provided that no survey shall be required for any Mortgaged Property in connection with which the applicable Obligor can induce the title insurer to issue the mortgagee title policy referenced in clause (b) above, which mortgagee title policy shall not contain the standard survey exception for matters that would be shown on a survey, and shall include the coverage referenced in clause (b), including all customary survey and survey-related endorsements;

(d)a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent (together with notice about special flood hazard area status and flood disaster assistance, and to the extent required, duly executed by the Borrower or applicable Obligor), and if any improved Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) to have special flood hazards, flood insurance for such Mortgaged Property in an amount, with endorsements and by an insurer reasonably acceptable to Administrative Agent, and in compliance in all other respects with the Flood Insurance Laws and Regulation H of the Board of Governors;

(e)to the extent requested by Administrative Agent and obtainable after exercising commercially reasonable efforts, such consents, approvals, assignments, amendments, supplements, tenant subordination agreements, non-disturbance agreements or other instruments as may be reasonably necessary or advisable in order for the applicable Obligor to grant the Lien of the Mortgage on the applicable Mortgaged Property;

(f)at the request of the Administrative Agent, a favorable legal opinion, addressed to Administrative Agent and the Secured Parties, of local counsel to the Obligors in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Obligor granting the Mortgage on said Mortgaged Property is organized, regarding the due execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Obligor, and such other matters as may be reasonably requested by Administrative Agent and as are customary for

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transactions of a similar nature, each in form and substance reasonably acceptable to Administrative Agent;

(g)if available, any existing appraisal of the Mortgaged Properties; and

(h)if available, a Phase I environmental assessment, prepared by environmental engineers reasonably acceptable to Administrative Agent (consent not to be unreasonably withheld), which shall all be in form and substance reasonably satisfactory to Administrative Agent (consent not to be unreasonably withheld).
Recipient: Administrative Agent, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of an Obligation.
Refinancing Conditions: the following conditions for Refinancing Debt:
(a)it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed, refinanced or replaced (except by the amount of any accrued interest, payment in kind interest, reasonable closing costs, expenses, fees and premium paid in connection with such extension, renewal, refinancing or replacement);
(b)it has a final stated maturity no sooner than, and a Weighted Average Life to Maturity no less than the Debt being extended, renewed, refinanced or replaced;
(c)the Debt, and/or the Liens securing the Debt, as applicable, is subordinated to the Obligations at least to the same extent as the Debt, or the Liens securing the Debt, as applicable, being extended, renewed, refinanced or replaced;
(d)such Debt is issued on market terms for the type of Debt issued and for issuers having a similar credit profile and in any event with covenants that are not more restrictive (taken as a whole) with respect to the Borrower and the Subsidiaries than the covenants in this Agreement as reasonably determined by the Borrower in good faith; provided that a certificate of the Borrower as to the satisfaction of the conditions described in clause (d) above delivered to Administrative Agent at least five (5) Business Days prior to the incurrence of such Debt, together with a reasonably detailed description of the material covenants of the Debt proposed to be issued or drafts of documentation relating thereto, stating that the Borrower has reasonably determined in good faith that the terms of such Debt satisfy the foregoing requirements, shall be conclusive unless the Administrative Agent notifies the Borrower within three (3) Business Days of the receipt of such certificate that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees);
(e)the Debt is not secured by any property or assets other than the property or assets that were collateral (and then only with the same priority) for the Debt being extended, renewed or refinanced at the time of such extension, renewal or refinancing;

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(f)the obligor or obligors under any such Refinancing Debt are the same as the obligor(s) under the Debt being extended, renewed, refinanced or replaced on such Debt; and
(g)upon giving effect to it, no Default or Event of Default exists.
Refinancing Debt: Borrowed Money that is the result of an extension, renewal or refinancing of the Term Loan Indebtedness or Debt permitted under Section 10.2.1(b), (d), (f) or (x), in each case, so long as each Refinancing Condition is satisfied and, in the case of the Term Loan Indebtedness, is permitted by and in accordance with the Intercreditor Agreement.
Related Parties: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, sub-agents, trustees, attorneys and advisors of such Person and of such Person’s Affiliates.
Relevant Governmental Body: the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.
Relevant Transaction: as defined in Section 5.3.1(b).
Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
Repricing Event: any prepayment or refinancing of all or a portion of the Initial Term Loans with the incurrence by any Obligor of any financing incurred for the primary purpose of reducing the All-In Yield to less than the All-In Yield of the Initial Term Loans, as applicable, including without limitation, as may be effected through any amendment to this Agreement relating to or affecting the All-In Yield of the Initial Term Loans, but which, for the avoidance of doubt, does not include any prepayment or refinancing in connection with a Change of Control or any refinancing that involves an upsizing in connection with a Permitted Acquisition.
Required Lenders: Lenders having outstanding Term Loans in excess of 50% of the aggregate outstanding Term Loans; provided, that the Term Loans held by Defaulting Lenders or their Affiliates shall be treated as being equal to zero for the purposes of calculating Required Lenders.
Resolution Authority: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Restricted Foreign Subsidiary Amount: as defined in Section 5.3.1(f).
Restricted Investment: any Investment by the Borrower or Subsidiary, other than:
(a)Investments in Subsidiaries to the extent existing on the Effective Date and other Investments existing on the Effective Date and set forth on Schedule 10.2.6(I);

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(b)Cash Equivalents; provided, however, that, to the extent such Cash Equivalents constitute Collateral, such Cash Equivalents are subject to Administrative Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent;
(c)Investments consisting of lease, utility and other similar deposits or any other deposit permitted under Section 10.2.2 in the Ordinary Course of Business;
(d)prepayments and deposits to suppliers in the Ordinary Course of Business;
(e)Hedging Agreements to the extent permitted by Section 10.2.16;
(f)Investments (i) by an Obligor in any other Obligor, or (ii) by Subsidiaries that are non-Obligors into Obligors or other non-Obligors;
(g)the establishment of wholly owned Subsidiaries subject to compliance with Section 10.1.9 (to the extent applicable); provided that any Subsidiary established in reliance on this clause (g) may be less than wholly owned solely to the extent necessary due to any issuance of Equity Interests to qualifying directors of Foreign Subsidiaries or to Persons (other than the Borrower or a Subsidiary) required by Applicable Law to hold shares in such Subsidiary;
(h)Investments in securities or other assets of trade creditors, customers or other Persons in the Ordinary Course of Business that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;
(i)guarantees, Contingent Obligations and other Investments permitted under Section 10.2.1;
(j)Investments to the extent such Investments reflect an increase in the value of Investments otherwise permitted under Section 10.2.6 hereof;
(k)the capitalization or forgiveness of Debt owed to it by other Obligors or Subsidiaries if such capitalization or forgiveness is required in order to comply with so-called “thin capitalization” rules;
(l)the cancellation, forgiveness, set off or acceptance of prepayments of Debt owed to the Borrower to the extent not otherwise prohibited by the terms of this Agreement;
(m)loans and advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business, not to exceed, in the aggregate, $4,000,000 at any time outstanding; provided, that the aggregate amount of such loans and advances made and outstanding from time to time from and after the First Amendment Effective Date shall not exceed $100,000;
(n)prepaid expenses and extensions of trade credit made in the Ordinary Course of Business;

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(o)deposits with financial institutions permitted hereunder;
(p)Investments in an Excluded Receivables Subsidiary in connection with a sale of receivables to such Excluded Receivables Subsidiary pursuant to a Qualified Receivables Transaction;
(q)Investments not to exceed, in the aggregate at any time outstanding, the greater of (i) $35,000,000 and (ii) 10.0% of Total Assets (prior to giving effect to any such Investments); provided, that no such Investment may be made from and after the First Amendment Effective Date;
(r)Investments made with the portion, if any, of the Available Amount on the date that the Borrower elects to apply all or a portion thereof to this clause (r); provided that (i) immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing and, (ii) immediately after giving effect to any such Investment, the Total Leverage Ratio is less than or equal to the Effective Date Total Leverage Ratio on a Pro Forma Basis, and (iii) no such Investment may be made from and after the First Amendment Effective Date;
(s)Investments arising in connection with Permitted Asset Dispositions permitted hereunder (other than Permitted Asset Dispositions made pursuant to clause (i)(iv) of the definition of “Permitted Asset Disposition”);
(t)Investments in entities that are not Guarantors in an aggregate amount not to exceed $15,000,000; provided, that no such Investment may be made from and after the First Amendment Effective Date;
(u)Investments set forth on Schedule 10.2.6(II); and
(v)any intermediate Investment necessary to facilitate the ultimate consummation of an Investment otherwise permitted hereby.
Restrictive Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of the Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.
Retained Excess Cash Flow Amount: at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Effective Date and prior to such date.
Retained Percentage: with respect to any period for which Excess Cash Flow is calculated, (a) 100% minus (b) the percentage of Excess Cash Flow determined in accordance with Section 5.3.1 with respect to such period (it being understood that, for any such period for which 0% of Excess Cash Flow is required to be applied, the Retained Percentage for such period shall be 100%).

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Royalties: all royalties, fees, expense reimbursement and other amounts payable by the Borrower under a License.
S&P: Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.
Sanction: any sanction administered or enforced by the U.S. Government (including OFAC), the United Nations Security Council, European Union, Her Majesty’s Treasury or other sanctions authority.
Second Lien Notes: the 7.875% Senior Secured Notes due April 15, 2019, issued by the Borrower under the Indenture, in the aggregate amount of $235,000,000 (plus all interest paid in kind).
Secured Parties: Administrative Agent and the Lenders.
Security Documents: this Agreement (in respect of the grants of security made pursuant to Section 7), the Pledge Agreements, Guaranties, Copyright Security Agreements, Patent Security Agreements, Trademark Security Agreements, Deposit Account Control Agreements, Mortgages, Perfection Certificates and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.
Senior Officer: the chairman of the board, president, chief executive officer, managing director, treasurer, controller, director of finance, chief financial officer or finance officer of the Borrower, any other officer or employee of the Borrower or a Guarantor so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower or a Guarantor designated in or pursuant to an agreement between the Borrower or such Guarantor, as applicable, and the Administrative Agent.
SOFR: with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.
SOFR-Based Rate: SOFR or Term SOFR.
Software: as defined in the definition of “Intellectual Property”.
Solvent: as to any Person, such Person (a) owns Property whose fair saleable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair saleable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to generally pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or

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otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “Fair saleable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase on a going concern basis.
Specified Existing Tranche: as defined in Section 2.1.6.
Specified Transaction: (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of the Borrower or any of its Subsidiaries, (b) any Acquisition permitted hereunder, (c) any proposed incurrence of Debt or (d) the proposed making of a Distribution, in each case, to the extent permitted hereunder.
Standard Securitization Undertakings: those representations, warranties, covenants and indemnities entered into by the Borrower or any Excluded Receivables Subsidiary which are determined in good faith by the Borrower to be customary in securitization transactions involving accounts receivables.
Subordinated Debt: Debt incurred by the Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations pursuant to a customary subordination agreement in form and substance reasonably satisfactory to Administrative Agent.
Subsidiary: any entity at least 50% of whose voting securities or Equity Interests is owned by the Borrower (including indirect ownership by the Borrower through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests).
Swap Obligations: with respect to an Obligor, any obligation to pay or perform under a Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Facility Increase: as defined in Section 2.1.4.
Term Facility Increase Lender: as defined in Section 2.1.4.
Term Increase Effective Date: as defined in Section 2.1.4.
Term Loan: any Initial Term Loan, Incremental Term Loan, Extended Term Loan or other Term Loan under any other Tranche.
Term Loan Commitment: as to each applicable Lender, (i) its Initial Term Loan Commitment, if any, (ii) its Incremental Term Loan Commitment, if any, (iii) its commitment to provided Extended Term Loans, if any, and (iv) without duplication of the foregoing, its commitment to provide Term Loans in connection with a Term Facility Increase or an additional

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term facility pursuant to Section 15.1.6, if any, in each case as the context may require as such amounts may be adjusted from time to time in accordance with this Agreement.
Term Loan Commitments: the aggregate amount of such commitments of all Lenders.
Term Loan First Lien Collateral: has the meaning provided in the Intercreditor Agreement.
Term Loan Indebtedness: shall have the meaning set forth in the Intercreditor Agreement.
Term Loan Note: a promissory note executed by the Borrower in favor of and at the request of a Lender substantially in the form of Exhibit A, which shall be in the amount of, and shall evidence, the Term Loans made by such Lender.
Total Assets: as of any date of determination, the total assets on a consolidated basis of the Borrower and the Subsidiaries as at the end of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 10.1.2(b) as shown on such financial statements in accordance with GAAP.
Total Funded Indebtedness: Borrowed Money, Purchase Money Debt and unreimbursed obligations in respect of drawn letters of credit that have not been reimbursed within one Business Day after the date of such drawing, in each case, of the Borrower and the Subsidiaries.
Total Leverage Ratio: as of any date of determination, the ratio of (a) (i) Total Funded Indebtedness as at such date (after giving effect to any incurrence, repayment, repurchase, redemption, defeasance, retirement or discharge of Debt on such date) minus (ii) Permitted Netted Cash as at such date to (b) EBITDA, calculated on a Pro Forma Basis, for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which financial statements have been made available (or were required to be made available) pursuant to Section 10.1.2(b).
Trade Secrets: as defined in the definition of “Intellectual Property”.
Term SOFR: the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest Period options set forth in Section 3.1.3 and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion.
Trademarks: as defined in the definition of “Intellectual Property”.
Trademark Security Agreement: each trademark security agreement pursuant to which an Obligor grants to Administrative Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in Trademarks, as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.
Tranche: the respective facility and commitments utilized in making Loans hereunder, with there being one Tranche on the Effective Date, i.e., Initial Term Loans. Each Class of Loans

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or Commitments shall constitute a separate Tranche hereunder. Additional Tranches may be added after the Effective Date pursuant to Section 2.1.5, 2.1.6 or 15.1.6.
Transactions: as defined in the preamble.
Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.
Type: any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.
UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code as in effect in such jurisdiction.
UK Financial Institution: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unfunded Pension Liability: the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to the Code, ERISA or the Pension Protection Act of 2006 for the applicable plan year.
Unpaid Sum: any sum due and payable but unpaid by the Borrower under this Agreement.
Upstream Payment: a pro rata Distribution by a Subsidiary of the Borrower to such Subsidiary’s direct equity holders.
U.S. Person: “United States Person” as defined in Section 7701(a)(30) of the Code.
U.S. Tax Compliance Certificate: as defined in Section 5.10.2(b)(iii).
Voting Stock: for any Person, all classes of Equity Interests of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
Weighted Average Life to Maturity: when applied to any Debt at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Debt.

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Write-Down and Conversion Powers: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of the applicablesuch EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation th