FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO U.S. GUARANTY AGREEMENT AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT

EXECUTION VERSION

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,

FIRST AMENDMENT TO U.S. GUARANTY AGREEMENT

AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT Agreement, FIRST AMENDMENT TO U.S. GUARANTY agreement AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT, dated as of May 9, 2016 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto, the Exiting Lenders (as defined below) party hereto, Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”), and the Subsidiaries of the Specified U.S. Borrower party hereto, as Borrowers and Guarantors (collectively, with the Specified U.S. Borrower, the “Loan Parties”).

W I T N E S S E T H :

WHEREAS, the Administrative Agent, the Lenders, the Exiting Lenders, the Specified U.S. Borrower and the other Loan Parties have entered into financing arrangements pursuant to which the Lenders have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Credit Agreement dated December 17, 2010, by and among the Administrative Agent, the Lenders party to the Credit Agreement from time to time, the Borrowers and the other Loan Parties and the other parties thereto (as heretofore amended, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement);

WHEREAS, certain U.S. Subsidiary Guarantors entered into a U.S. Guaranty dated as of December 17, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “U.S. Guaranty”) in favor of the Administrative Agent for the ratable benefit of itself and the Secured Parties.

WHEREAS, the Loan Parties entered into a U.S. Security Agreement dated as of December 17, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “U.S. Security Agreement”) in favor of the Administrative Agent for the ratable benefit of itself and the Secured Parties.

WHEREAS, the Borrowers and the other Loan Parties have requested (a) an increase of the U.S. Revolving Credit Facility in the aggregate principal amount of $45,000,000 (the “U.S. Facility Increase”), (b) a permanent reduction (subject to the Canadian Reallocation and Canadian Increase provisions of this Amendment) of the Canadian Revolving Credit Facility to zero (the “Canadian Facility Reduction”), and (c) that the Maturity Date of the U.S. Revolving Credit Facility be extended to May 9, 2021, and the Lenders providing such U.S. Facility Increase (the “Increasing Lenders” and together with the existing Lenders under the Credit Agreement, the “Lenders”) are willing to effect such U.S. Facility Increase and maturity extension as provided in, and on the terms and subject to the conditions set forth in, this Amendment.

WHEREAS, the Loan Parties have requested that in connection with this Amendment, certain assignments be made by and among the Lenders and certain lenders under the Credit Agreement who wish to cease to be Lenders thereunder and to assign their U.S. Revolving Credit Commitments to the Lenders as provided herein (such assigning existing lenders, the “Exiting Lenders”) to effectuate this Amendment and the U.S. Facility Increase, and the Lenders and Exiting Lenders are willing to effect such assignments and U.S. Facility Increase as provided in, and on the terms and conditions contained in, this Amendment.

WHEREAS, the Borrowers and the other Loan Parties have requested certain other amendments to the Credit Agreement, the U.S. Guaranty and the U.S. Security Agreement, as more specifically set forth herein, and the Administrative Agent and the Lenders (after giving effect to the assignments by the Exiting Lenders contained herein) have agreed to such requests, subject to the terms and conditions of this Amendment.

WHEREAS, by this Amendment, the Administrative Agent, the Lenders, the Borrowers and the other Loan

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Parties desire and intend to evidence the U.S. Facility Increase, the Canadian Facility Reduction, the maturity date extension and such amendments.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Credit Agreement.

(a)The Credit Agreement is, effective as of the Fourth Amendment Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text), each as set forth in the pages of a conformed copy of the Credit Agreement attached as Annex A hereto.

(b)Schedules 2.01, 5.13, 7.01, 7.02 and 7.03(b) to the Credit Agreement are, effective as of the Fourth Amendment Effective Date, hereby deleted and replaced in their entirety by the corresponding Schedules attached as Annex B hereto.

(c)Exhibits D, E-1, and K to the Credit Agreement are, effective as of the Fourth Amendment Effective Date, hereby deleted and replaced in their entirety by the corresponding Exhibits attached as Annex C hereto.

(d)A new Schedule 5.23 is hereby added to the Credit Agreement in the form attached as Annex D hereto.

2.Amendments to U.S. Guaranty.

(a)The U.S. Guaranty is, effective as of the Fourth Amendment Effective Date, hereby amended by adding a new Section 17 to read in its entirety as follows

Section 17. Keepwell.

(a)    Each Loan Party that is a Qualified ECP Guarantor at the time the U.S. Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this U.S. Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 17 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. The Guarantors’ Obligations are secured by the various U.S. Collateral Documents referred to in the Credit Agreement, including without limitation, the U.S. Security Agreement, the U.S. Intellectual Property Security Agreement, the Mortgages and the U.S. Account Control Agreements.

(b)    For purposes of this Guaranty, the following terms have the following meanings:

“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets

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exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 17 of this Guaranty).

(b)Section 14 of the U.S. Guaranty is, effective as of the Fourth Amendment Effective Date, hereby amended by deleting clause (a) thereof and replacing it with the following:

“(a)    remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made),”

3.Amendments to U.S. Security Agreement.

(a)Section 1 of the U.S. Security Agreement is, effective as of the Fourth Amendment Effective Date, hereby amended by adding a new paragraph to the end of such Section to read in its entirety as follows:

“Notwithstanding the foregoing, the terms “Pledged Equity,” “Security Collateral” and “Collateral” shall not include any Equity Interests of any Foreign Subsidiary to the extent (and only to the extent) that, when aggregated with all of the other Equity Interests in such Foreign Subsidiary pledged by any Grantor, the pledge thereof hereunder would result in more than 66% of the total combined voting power of all classes of Equity Interests in such Foreign Subsidiary entitled to vote to be pledged hereunder.”

4.Canadian Facility Reduction; Release of Canadian Loan Parties. Subject to the terms and conditions of this Amendment, and effective as of the Fourth Amendment Effective Date (as defined below), (a) the Canadian Revolving Credit Facility is hereby permanently reduced to zero and (b) (i) Nortek Air Solutions Quebec, Inc., a Canadian Corporation is hereby released from its obligations as the Canadian Borrower under the Credit Agreement and (ii) each of Broan-Nutone Canada ULC, an unlimited liability company organized under the laws of Canada, Innergy Tech Inc., a Canadian corporation, Venmar Ventilation ULC, an unlimited liability company organized under the laws of Canada, Nortek Air Solutions Canada, Inc., a Canadian corporation, 2GIG Technologies Canada, Inc., a Canadian corporation, Ergotron Canada Corporation, a Canadian corporation, and any other Canadian Subsidiary Guarantor(s) are each hereby released from its respective obligations as a Canadian Subsidiary Guarantor under the Canadian Guarantee and from all of its respective obligations under the Credit Agreement, the Canadian Notes, any and all of the Canadian Collateral Documents, and any and all of the other Loan Documents entered into by it and (c) all Liens granted by each of the Canadian Loan Parties in favor of Bank of America, N.A., in its capacity as Administrative Agent, for the ratable benefit of itself and the Secured Parties, on the Canadian Collateral are hereby released. Upon the Specified U.S. Borrower’s request, and at the Loan Parties’ sole expense, the Administrative Agent will execute and deliver any documents reasonably required to effect or evidence the foregoing releases.

5.Release of Mortgage. Subject to the terms and conditions of this Amendment, and effective as of the Fourth Amendment Effective Date, the Mortgage on the real property located at 000/000 XxXxxxxx Xxxxxx, Xxxxxx XX (the “Released Real Property”), is hereby released; provided that, at the request of the Administrative Agent (in its sole discretion), the Loan Parties hereby agree to provide the Administrative Agent a new Mortgage on the Released Real Property. At the Loan Parties’ sole expense, the Administrative Agent will execute and deliver any documents reasonably required to effect or evidence the foregoing release.

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6.Facility Increase and Related Assignments and Assumptions.

(a)Upon the Fourth Amendment Effective Date (and prior to the effectiveness of the amendments set forth in Sections 1, 2 and 3 above) (i) the U.S. Facility Increase shall be provided by the Increasing Lenders in an aggregate principal amount equal to $45,000,000 and (ii) the U.S. Revolving Credit Commitment (immediately after giving effect to the U.S. Facility Increase) of each U.S. Lender shall be the amount set forth opposite such U.S. Lender’s name on revised Schedule 2.01 to the Credit Agreement attached as Annex B hereto (the “Revised Commitment Schedule”). In connection with the U.S. Facility Increase, the Administrative Agent may make such adjustments between and among the U.S. Lenders, the Exiting Lenders and the Borrowers as are reasonably necessary to effectuate such U.S. Facility Increase and the related adjustments to the existing U.S. Revolving Credit Loans of the U.S. Lenders and the Exiting Lenders after giving effect thereto, so that the outstanding U.S. Revolving Credit Loans of the U.S. Lenders, after giving effect to this Amendment, are pro rata based on each U.S. Lender’s Applicable Percentage with the amounts set forth on the Revised Commitment Schedule as of the Fourth Amendment Effective Date. On the Fourth Amendment Effective Date, all outstanding loans under the Credit Agreement made by any Exiting Lender shall be repaid in full and the commitments and other obligations and rights of such Exiting Lender shall be terminated (except that such Exiting Lender shall continue to be entitled to the benefits of Sections 3.05 and 11.04 of the Credit Agreement, and any other contingent obligations for the benefit of the Lenders under any of the Loan Documents that by their express terms survive termination, with respect to facts and circumstances occurring prior to the Fourth Amendment Effective Date). Each Loan Party, each Lender and each Exiting Lender agrees that, as of the Fourth Amendment Effective Date (and immediately prior to the effectiveness of the amendments in Section 1 above, but acknowledging the Revised Commitment Schedule), the Exiting Lenders shall have no further U.S. Revolving Credit Loans or U.S. Revolving Credit Commitments under the Credit Agreement. In connection therewith (including any deemed repayment or prepayments of U.S. Revolving Credit Loans in connection with such reallocations), the Borrowers shall pay any additional amounts required pursuant to Section 3.05 of the Credit Agreement (including as if any reallocations constituted prepayments and reborrowings) to any applicable Lender or Exiting Lender.

(b)Notwithstanding anything to the contrary in the Credit Agreement, each Lender (after giving effect to the assignments by the Exiting Lenders in Section 6(a) above) agrees that (i) the U.S. Facility Increase provided by this Amendment shall each be effective upon the Fourth Amendment Effective Date immediately prior to the effectiveness of the amendments set forth in Section 1 above and (ii) the conditions to effectiveness of the U.S. Facility Increase and the amendments set forth in Section 1 above are limited to the conditions to the effectiveness of this Amendment on the Fourth Amendment Effective Date as set forth below.

(c)Each Joining Lender, on the Fourth Amendment Effective Date by its execution of this Amendment, agrees that (i) it is party to this Amendment for the purposes of agreeing to this Amendment and the amended Credit Agreement, and providing its U.S. Revolving Credit Commitment as set forth on the Revised Commitment Schedule; (ii) it will be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Lender under the Credit Agreement as if it had executed the Credit Agreement; (iii) it will be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and the related Loan Documents; (iv) it has received a copy of the Credit Agreement, copies of the most recent financial statements delivered pursuant to Section 6.1 of the Credit Agreement and such other documents and information as it deems appropriate, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties, to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (v) it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; (vi) it is an Eligible Assignee (after giving effect to the consents, which are being provided pursuant to the execution of the relevant consenting parties of this Amendment); (vii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; (viii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (ix) it will provide any additional documentation (including, without limitation, any

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assignments to be executed in connection with the Amendment) to evidence its status as a Lender as of the Fourth Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Credit Agreement.

(d)Each of the Lenders party to this Amendment (after giving effect to the assignments by the Exiting Lenders in Section 6(a) above) agrees that the allocation of Revolving Commitments set forth on the Revised Commitment Schedule shall be effectuated solely pursuant to this Amendment, and without any other assignment and assumption documentation, and that each of the Lenders agrees that the allocations set forth on such Revised Commitment Schedule shall be effective on the Fourth Amendment Effective Date without further action by any Lender, the Administrative Agent or any Loan Party.

7.Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of such satisfaction or waiver, the “Fourth Amendment Effective Date”):

(a)the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:

(i)the execution and delivery of this Amendment by the Loan Parties, the Administrative Agent, giving effect to Section 4 above, the Lenders and the Existing Lenders (each solely in its capacity as an Existing Lender);

(ii)such certificates of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Amendment;

(iii)(A) an opinion of Xxxxx Xxxx LLP, U.S. counsel to the Loan Parties, and (B) an opinion of in-house counsel with respect to U.S. Loan Parties organized in California and Florida, in each case addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent addressing, as applicable, the authorization, execution and enforceability of the Amendment and certain other matters;

(iv)new flood zone determinations and, if applicable, evidence of flood insurance, in respect of the properties subject to a Mortgage, in each case to be reasonably satisfactory to the Administrative Agent;

(v)a certificate from a Responsible Officer of the Specified U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Fourth Amendment Effective Date, certifying that (x) no Default or Event of Default has occurred and is continuing and (y) the representations and warranties set forth in the Credit Agreement are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively; and

(vi)a certificate from a Responsible Officer of each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Fourth Amendment Effective Date, certifying that, (x) all Loan Parties are in good standing and (y) their respective organizational documents have not changed since the Second Amendment Effective Date or attaching the current organizational documents; and

(b)the Total Canadian Revolving Credit Outstandings shall have been repaid in full;

(c)the Specified U.S. Borrower shall have paid (i) to the Administrative Agent, for the benefit

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of each Lender (but not any Exiting Lender) executing this Amendment prior to or concurrently with the effectiveness thereof, an amendment fee in an amount as agreed by the Administrative Agent and the Specified U.S. Borrower and (ii) all invoiced and accrued fees and reasonable and documented expenses of the Administrative Agent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as sole lead arranger in respect of this Amendment (including the reasonable and documented fees and expenses of counsel for the Administrative Agent and a joint lead arranger in respect of this Amendment); and

(d)without duplication of any amounts paid pursuant to Section 7(c) above, payment of all other fees required to be paid to the Administrative Agent and the Lenders on or before the Fourth Amendment Effective Date and all expenses in connection with this Amendment required to be reimbursed in accordance with Section 11.04 of the Credit Agreement.

8.Mortgage Amendments. Within 90 days after the Fourth Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the applicable Loan Party shall deliver to the Administrative Agent duly executed amendments or modifications, as applicable, with respect to each Mortgage to reflect any amendments thereto necessitated by this Amendment and certain other updated information (in each case, in form and substance reasonably acceptable to the Administrative Agent), together in each case with recordation fees necessary to cause such amendments to be duly filed in each applicable jurisdiction.

9.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

11.Affirmation of Loan Parties. Each Loan Party hereby consents to the amendments and modifications to the Credit Agreement effected hereby, and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, as amended and modified hereby, or in any other Loan Documents to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended and modified by this Amendment. Without limiting the generality of the foregoing, (i) the execution of this Amendment shall not constitute a novation, and the Collateral Documents and all of the Collateral described therein and Liens granted in favor of the Administrative Agent created thereunder do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents to the extent provided in the Collateral Documents and that all such Liens continue to be perfected as security for the Obligations secured thereby and (ii) Erogtron, Inc., a Minnesota corporation, hereby acknowledges and confirms that it is party to the U.S. Guaranty, as a Guarantor, and has guaranteed the Guaranteed Obligations (as defined in the U.S. Guaranty) in accordance with the terms thereof.

12.Reference to and Effect on the Credit Agreement and the Loan Documents.

(a)On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of 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 Credit Agreement, as amended and modified by this Amendment.

(b)On and after the effectiveness of this Amendment, each reference in the Guaranty to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the U.S. Guaranty, and each reference in each of the other Loan Documents to “the U.S. Guaranty”, “the U.S. Security Agreement”, “thereunder”, “thereof” or words of like import referring to the Guaranty, shall mean and be a reference to the U.S. Guaranty or the U.S. Security Agreement, each as amended and modified by this Amendment, as applicable.

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(c)The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended and modified by this Amendment are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(d)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver or novation of any right, power or remedy of any Lender, any L/C Issuer, any Swing Line Lender, the Collateral Agent or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or novation of any provision of any of the Loan Documents.

(e)The Administrative Agent, the Lenders and the Loan Parties agree that this Amendment shall be a Loan Document for all purposes of the Credit Agreement (as specifically amended by this Amendment) and the other Loan Documents.

13.Waiver, Modification, Etc. No provision or term of this Amendment may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

14.Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment.

15.Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in “pdf” or similar format by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

16.Nature of Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the Fourth Amendment Effective Date, the Loan Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.471-2(b)(2)(i).

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

SPECIFIED U.S. BORROWER:

NORTEK, INC.

By:     /s/Xxxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Vice President and Treasurer

GUARANTORS:

BNSS LP, INC.

BROAN-NUTONE LLC

CORE BRANDS, LLC

ERGOTRON, INC.

GTO ACCESS SYSTEMS, LLC

HUNTAIR MIDDLE EAST HOLDINGS, INC.

NORTEK AIR SOLUTIONS, LLC

NORTEK DISTRIBUTION SERVICES, LLC

NORTEK GLOBAL HVAC LATIN AMERICA, INC.

NORTEK GLOBAL HVAC, LLC

NORTEK HOME CONTROL HOLDINGS, LLC

NORTEK INTERNATIONAL, INC.

NORTEK SECURITY & CONTROL LLC

NORTEK SHARED SERVICES, LLC

OPERATOR SPECIALTY COMPANY, INC.

PACIFIC ZEPHYR RANGE HOOD INC.

ZEPHYR VENTILATION, LLC

By:     /s/Xxxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Vice President and Treasurer

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

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

BANK OF AMERICA, N.A., as Administrative Agent

By:    /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Senior Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

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

BANK OF AMERICA, N.A., as U.S. Revolving Credit Lender, a U.S. L/C Issuer and a U.S. Swing Line Lender

By:    /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Senior Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

XXXXX FARGO CAPITAL FINANCE, LLC, as a U.S. Revolving Credit Lender

By:    /s/ Xxxxxx Xxxx

Name: Xxxxxx Xxxx

Title: Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

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

UBS AG, STAMPFORD BRANCH, as Lender

By:    /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Director

By:    /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Associate Director

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

U.S. BANK NATIONAL ASSOCIATION, as a U.S. Revolving Credit Lender

By:    /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

BARCLAYS BANK PLC, as a U.S. Revolving Credit

Lender and Joining Lender

By:    /s/ Xxxxxxx X. Kurbatskly

Name: Xxxxxxx X. Kurbatskly

Title: Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

CITIBANK, N.A., as a U.S. Revolving Credit Lender

and Joining Lender

By:    /s/ Xxxxxxxx Xxxx

Name: Xxxxxxxx Xxxx

Title: Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

CITIZENS BUSINESS CAPITAL, a DIVISION

OF CITIZENS ASSET FINANCE, INC.

as a U.S. Revolving Credit Lender and Joining Lender

By:    /s/ Xxxxxxxx Xxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxx

Title: Senior Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

as a U.S. Revolving Credit Lender

By:    /s/ Xxxxxx Xxxx

Name: Xxxxxx Xxxx

Title: Authorized Signatory

By:    /s/ Xxxxxx Xxx Xxxxx

Name: Xxxxxx Xxx Xxxxx

Title: Authorized Signatory

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

ROYAL BANK OF CANADA, as a U.S. Revolving Credit Lender and Joining Lender

By:    /s/ Xxxxxxxx Xxxxx

Name: Xxxxxxxx Xxxxx

Title: Authorized Signatory

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

PNC BANK, NATIONAL ASSOCIATION, as an Exiting Lender

By:    /s/ Xxxxxxx Xxxxxxxxx

Name: Xxxxxxx Xxxxxxxxx

Title: Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

SIEMENS FINANCIAL SERVICES, as an Exiting Lender

By:    /s/ Xxxxx Xxxxxxxxxx

Name: Xxxxx Xxxxxxxxxx

Title: Vice President

By:    /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Vice President

Nortek, Inc.

Fourth Amendment to Amended and Restated Credit Agreement

and First Amendment to U.S. Guaranty Agreement

Signature Page

ANNEX A

CONFORMED VERSIONANNEX A TO FOURTH AMENDMENT

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 17, 2010,

as amended by the Amendment to Credit Agreement dated as of April 26, 2011,

the Second Amendment to Credit Agreement dated as of June 13, 2012 and2012,

the Third Amendment to Credit Agreement dated as of June 3, 2015 and

the Fourth Amendment to Credit Agreement dated as of May 9, 2016

among

NORTEK, INC.,

as the Specified U.S. Borrower,

VENTROL AIR HANDLING SYSTEMS INC.,

as the Canadian Borrower,

The Other Borrowers Named Herein,

BANK OF AMERICA, N.A.,

as Administrative Agent, U.S. Swing Line Lender and

U.S. L/C Issuer,

BANK OF AMERICA, N.A. (acting through its Canada branch),

as Canadian Swing Line Lender and

Canadian L/C Issuer,The Other Lenders Party Hereto,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXX FARGO CAPITAL FINANCE, LLC

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Joint Lead Arrangers and

Joint Bookrunners,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

as Sole Bookrunner

and

BANK OF AMERICA, N.A.,

as Collateral Agent

and

XXXXX FARGO CAPITAL FINANCE, LLC,

as Syndication Agent

and

UBS SECURITIES LLC and US BANK, N.A.,

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

TABLE OF CONTENTS

Section Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS     1

1.01 Defined Terms 1

1.02 Other Interpretive Provisions 5454

1.03 Accounting Terms 5555

1.04 Rounding 5555

1.05 Times of Day 5555

1.06 Timing of Payment or Performance 5555

1.07 Letter of Credit Amounts 5655

1.08 Currency Equivalents Generally 5655

1.09 Collateral Agent 5656

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS     56

2.01 The Loans 5656

2.02 Borrowings, Conversions and Continuations of Loans 6262

2.03 Letters of Credit 6463

2.04 Swing Line Loans 7069

2.05 Prepayments 7679

2.06 Termination or Reduction of Commitments 8179

2.07 Repayment of Loans 8279

2.08 Interest 8380

2.09 Fees 8380

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 8481

2.11 Evidence of Debt 8582

2.12 Payments Generally; Administrative Agent’s Clawback 8582

2.13 Sharing of Payments by Lenders 8784

2.14 Nature of Obligations 8885

2.15 Borrower Agent 9086

2.16 Commitment Increase 9086

2.17 Cash Collateral 88

2.18 Defaulting Lenders 9289

2.19 Canadian Reallocation 92

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY    93

3.01 Taxes 9493

3.02 Illegality 9798

3.03 Inability to Determine Rates 9899

3.04 Increased Costs; Reserves on Eurodollar Rate Loans 9899

3.05 Compensation for Losses 100101

3.06 Mitigation Obligations; Replacement of Lenders 100101

3.07 Survival 101102

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS    102

4.01 Conditions to Amendment and Restatement 101102

4.02 Conditions to all Credit Extensions 103104

4.03 Effective Date 103

ARTICLE V REPRESENTATIONS AND WARRANTIES     106

5.01 Existence, Qualification and Power; Compliance with Laws 105106

5.02 Authorization; No Contravention 105106

5.03 Governmental Authorization; Other Consents 105106

5.04 Binding Effect 106106

5.05 Financial Statements; No Material Adverse Effect 106106

5.06 Litigation 106107

5.07 No Default 107107

5.08 Ownership of Property; Liens 107107

5.09 Environmental Compliance 107108

5.10 Insurance 108108

5.11 Taxes 108109

5.12 ERISA Compliance 108109

5.13 Subsidiaries; Equity Interests; Loan Parties 109109

5.14 Margin Regulations; Investment Company Act 109110

5.15 Disclosure 110110

5.16 Compliance with Laws 110110

5.17 Intellectual Property; Licenses, Etc. 110 110

5.18 Solvency 110110

5.19 Casualty, Etc. 110 110

5.20 Perfection, Etc. 110 110

5.21 [Reserved] 111

EEA Financial Institution 110

5.22 Tax Shelter Regulations 111111

5.23 OFAC; Anti-Terrorism Law 111Corruption Laws 111

5.24 Accounts 112112

5.25 Canadian Pension Plans 112113

ARTICLE VI AFFIRMATIVE COVENANTS     113

6.01 Financial Statements 113113

6.02 Certificates; Other Information 115115

6.03 Notices 117117

6.04 Payment of Obligations 118117

6.05 Preservation of Existence, Etc. 118 117

6.06 Maintenance of Properties 118118

6.07 Maintenance of Insurance 118118

6.08 Compliance with Laws 119118

6.09 Books and Records 119118

6.10 Inspections; Appraisals 119118

6.11 Use of Proceeds 119119

6.12 Covenant to Guarantee Obligations and Give Security 119119

6.13 Compliance with Environmental Laws 122122

6.14 Further Assurances 123122

6.15 Compliance with Terms of Leaseholds 123122

6.16 [Reserved] 123

Anti-Corruption Laws; Notices 122

6.17 Designation as Senior Debt 123123

6.18 Collateral Administration 123123

6.19 Maintenance of Cash Management System 125124

6.20 Mortgage Amendments 126

ARTICLE VII NEGATIVE COVENANTS     125

7.01 Liens 126125

7.02 Investments 129128

7.03 Indebtedness 131130

7.04 Fundamental Changes 134133

7.05 Dispositions 135134

7.06 Restricted Payments 137136

7.07 Change in Nature of Business 139138

7.08 Transactions with Affiliates 139138

7.09 Burdensome Agreements 139138

7.10 Use of Proceeds 140139

7.11 Consolidated Fixed Charge Coverage Ratio 140139

7.12 Amendments of Organization Documents 140139

7.13 Accounting Changes 140139

7.14 Prepayments, Etc. of Indebtedness 141139

7.15 Equity Interests of the Specified U.S. Borrower and Subsidiaries 141140

7.16 Designation of Senior Debt 142140

7.17 Sanctions 140

7.18 Anti-Corruption Laws 141

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES     141

8.01 Events of Default 142141

8.02 Remedies upon Event of Default 144143

8.03 Application of Funds 145144

8.04 Collection Allocation Mechanism 147146

ARTICLE IX ADMINISTRATIVE AGENT     147

9.01 Appointment and Authority 148147

9.02 Rights as a Lender 149148

9.03 Exculpatory Provisions 149148

9.04 Reliance by Administrative Agent 150148

9.05 Delegation of Duties 150149

9.06 Resignation of Administrative Agent 151149

9.07 Non-Reliance on Administrative Agent and Other Lenders 152151

9.08 No Other Duties, Etc. 152 151

9.09 Administrative Agent May File Proofs of Claim 152151

9.10 Collateral and Guaranty Matters 153151

9.11 Secured Cash Management Agreements and Secured Hedge Agreements 154152

ARTICLE X [RESERVED]     153

ARTICLE XI MISCELLANEOUS     153

11.01 Amendments, Etc. 155 153

11.02 Notices; Effectiveness; Electronic Communications 157155

11.03 No Waiver; Cumulative Remedies 159; Enforcement 157

11.04 Expenses; Indemnity; Damage Waiver 160158

11.05 Payments Set Aside 161159

11.06 Successors and Assigns 162160

11.07 Treatment of Certain Information; Confidentiality 166164

11.08 Right of Setoff 167165

11.09 Interest Rate Limitation 167165

11.10 Counterparts; Integration; Effectiveness 168166

11.11 Survival of Representations and Warranties 168166

11.12 Severability 169166

11.13 Replacement of Lenders 169167

11.14 Governing Law; Jurisdiction; Etc. 170 167

11.15 Waiver of Jury Trial 170168

11.16 No Advisory or Fiduciary Responsibility 171169

11.17 Electronic Execution of Assignments and Certain Other Documents 171169

11.18 USA PATRIOT Act Notice 171169

11.19 Judgment Currency 172169

11.20 Language 172170

11.21 Intercreditor Agreement 172170

11.22 Amendment and Restatement 172170

11.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 170

SIGNATURES S-1

SCHEDULES

1.01 Existing Letters of Credit

2.01 Commitments and Applicable Percentages

4.01(a)(vi) Mortgaged Properties

5.01 Good Standing

5.06 Litigation

5.08(b) Owned Real Property

5.08(c)(i) Leased Real Property (Lessee)

5.09 Environmental Matters

5.13 Subsidiaries and Other Equity Investments; Loan Parties

5.23 FCPA Disclosure

5.25 Canadian Pension Matters

6.12 Guarantors

7.01 Existing Liens

7.02 Existing Investments

7.03(b) Existing Indebtedness

7.05 Dispositions

7.08 Transactions with Affiliates

7.09 Burdensome Agreements

11.02 Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A Committed Loan Notice

B Swing Line Loan Notice

C-1 U.S. Revolving Credit Note

C-2 Canadian Revolving Credit Note

D Compliance Certificate

E-1 Assignment and Assumption

E-2 Administrative Questionnaire

F-1 U.S. Guaranty

G-1 U.S. Security Agreement

H Mortgage

I Intercompany Note

J [Reserved]

K [Reserved]

K U.S. Tax Compliance Certificates

L Borrowing Base Certificate

M-1 Perfection Certificate

N [Reserved]

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 17, 2010, among NORTEK, INC., a Delaware corporation (the “Specified U.S. Borrower” and, in its capacity as the representative of the other Borrowers pursuant to Section 2.15 hereof, the “Borrower Agent”), VENTROL AIR HANDLING SYSTEMS INC., a Canadian corporation (the “Canadian Borrower”), the Subsidiaries of the Specified U.S. Borrower from time to time party hereto as Borrowers and Guarantors, each Lender from time to time party hereto, BANK OF AMERICA, N.A. (with its successors, “Bank of America”), as Administrative Agent, U.S. Swing Line Lender and U.S. L/C Issuer, BANK OF AMERICA, N.A. (acting through its Canada branch) (with its successors, “Bank of America-Canada Branch”), as Canadian Swing Line Lender and Canadian L/C Issuer, and BANK OF AMERICA, N.A., as Collateral Agent.

PRELIMINARY STATEMENTS:

Certain of the parties hereto have heretofore entered into that certain Credit Agreement dated as of December 17, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified through the date hereof and in effect immediately prior to the effectiveness of this Amended and Restated Credit Agreement, the “Existing Credit Agreement”).

Subject to the satisfaction of the conditions set forth in Section 4.01 hereof, the Existing Credit Agreement shall be amended and restated in its entirety as set forth herein (the “Amendment and Restatement”).

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01    Defined Terms

. As used in this Agreement (including the Preliminary Statements), the following terms shall have the meanings set forth below:

“2018 Senior Unsecured Notes” means the 10% senior unsecured notes due 2018 issued by the Specified U.S. Borrower pursuant to the 2018 Senior Unsecured Notes Indenture in an aggregate principal amount of $250,000,000.

“2018 Senior Unsecured Notes Indenture” means the Indenture, dated as of November 23, 2010, by and among Nortek, Inc., the guarantors thereunder and U.S. Bank National Association, together with all instruments and other agreements in connection therewith.

“2021 Senior Unsecured Notes” means the 8.50% senior unsecured notes due 2021 issued by the Specified U.S. Borrower pursuant to the 2021 Senior Unsecured Notes Indenture in an aggregate principal amount of up to $500,000,000.735,000,000.

“2021 Senior Unsecured Notes Indenture” means the Indenture, dated as of April 26, 2011, by and among Nortek, Inc., the guarantors thereunder and U.S. Bank National Association, as trustee, together with all instruments and other agreements in connection therewith.

“2021 Senior Unsecured Notes Reserve” means, as of any date of determination, an amount equal to the greater of (a) zero and (b) the aggregate amount of the outstanding principal, interest and other amounts owing under the 2021 Senior Unsecured Notes.

1

“ABL Credit Cap” means an amount equal to the greater of (a) $400,000,000 and (b) 90.0% of the lowest of (1) the “Borrowing Base” (as such term is defined in the Term Loan Credit Agreement), (2) any other indebtedness cap under the Term Loan Credit Agreement (or any refinancing thereof) with respect to permitting Obligations under this Agreement or (3) any indebtedness cap under the 2021 Senior Unsecured Notes Indenture (or any refinancing thereof) with respect to permitting Obligations under this Agreement.

“ABL Priority Collateral” means the “Revolving FacilityABL First Lien Collateral” (as defined in the Intercreditor Agreement).

“Account” has the meaning specified in the UCC (or, with respect to a Canadian Loan Party, the PPSA), and shall include any and all rights of a Loan Party to payment for goods sold or leased or for services rendered that are not evidenced by an Instrument or Chattel Paper, whether or not they have been earned by performance.

“Account Debtor” means a Person who is obligated under an Account, Chattel Paper or General Intangible.

“Act” has the meaning specified in Section 11.18.

“Additional Maturity Date Reserve” means, as of any date of determination, an amount equal to the greater of (a) zero and (b) the aggregate amount of the outstanding principal, interest and other amounts owing under any Indebtedness incurred pursuant to any of (i) clause (x) of the proviso of Section 7.03(b)(xvii)(A), (ii) the proviso of Section 7.03(b)(xvii)(B) or (iii) the second proviso of Section 7.03(b)(xviii), as the case may be.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent and, with respect to matters relating to the Canadian Revolving Credit Facility, means Bank of America-Canada Branch, in its capacity as Canadian administrative agent under any of the Loan Documents, or any successor Canadian administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02,11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the BorrowersBorrower Agent and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

“Affiliate” means, 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.

“Affiliated Lender” has the meaning specified in Section 11.06(b)(v).

“Agent Parties” has the meaning specified in Section 11.02(c)

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Amended and Restated Credit Agreement.

“Agreement Currency” has the meaning specified in Section 1.08(b).11.19.

“Amended and Restated Lender” means each Lender executing and delivering this Agreement.

“Amendment and Restatement” has the meaning specified in the Preliminary Statements hereto.

“Anti-Terrorism Laws” has the meaning specified in Section 5.23(a).

2

“Applicable Commitment Fee Rate” means, (a) for the fiscal quarter of the Specified U.S. Borrower in which the SecondFourth Amendment Effective Date occurs and for the first fiscal quarter thereafter, 0.375% per annum and (b) for each fiscal quarter of the Specified U.S. Borrower thereafter, (i) 0.25% per annum, if the Average Revolving Credit Facility Balance during such fiscal quarter is greater than 5030.0% of the Average Aggregate Commitments outstanding during such period, or (ii) 0.375% per annum, if the Average Revolving Credit Facility Balance during such fiscal quarter is less than or equal to 5030.0% of the Average Aggregate Commitments outstanding during such period.

“Applicable Conditions” means, with respect to any acquisition or, prepayment or Investment, (a) no Default shall have occurred and be continuing at the time thereof or would result therefrom and (b) either (i) (x) on a pro forma basis after giving effect thereto and for the 30-day period immediately prior thereto, ExcessSpecified Availability is at least 1512.5% of the Total Borrowing BaseLine Cap and (y) on a pro forma basis after giving effect thereto, the Specified U.S. Borrower’s Consolidated Fixed Charge Coverage Ratio shall be at least 1.0:1.01.00:1.00 or (ii) on a pro forma basis after giving effect thereto and for the 30-day period immediately prior thereto, ExcessSpecified Availability is at least 2520.0% of the Total Borrowing BaseLine Cap.

“Applicable Percentage” means, (a) with respect to any U.S. Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the U.S. Revolving Credit Facility represented by such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment at such time and (b) with respect to any Canadian Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Canadian Revolving Credit Facility represented by such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment at such time., in each case, subject to adjustment as provided in Section 2.19. If the commitment of each Appropriate Lender to make Revolving Credit Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Appropriate Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Appropriate Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, (a) for the fiscal quarter of the Specified U.S. Borrower in which the SecondFourth Amendment Effective Date occurs and for the first fiscal quarter thereafter, the “Applicable Rate” set forth in Level 2 below and (b) for each fiscal quarter of the Specified U.S. Borrower thereafter, the applicable percentage per annum set forth below determined by reference to Average Excess Availability Percentage for the immediately preceding fiscal quarter; provided that, commencing with the first day of the fiscal quarter ending December 31, 2016, if the Consolidated Total Leverage Ratio, as of the end of the immediately preceding fiscal quarter for which a Pricing Compliance Certificate has been delivered to the Administrative Agent, is less than 4.00 to 1.00, the Applicable Rate shall be reduced by 0.25% for the fiscal quarter during which such Pricing Compliance Certificate was delivered; provided further that in no event shall the Applicable Rate be less than (i) 1.25%, with respect to the Eurodollar Rate, the BA Rate and Letter of Credit Fees and (ii) 0.25%, with respect to the Base Rate, the Canadian Base Rate and the Canadian Prime Rate:

Applicable Rate
Pricing Level	Average Excess Availability Percentage	Eurodollar Rate, BA Rate and Letter of Credit Fees	Base Rate, Canadian Base Rate and Canadian Prime Rate
1	> 60%	1.25%	0.25%
2	< 60% but > 30%	1.50%	0.50%
1 3	>< $175,000,00030%	1.75%	0.75%
2	> $100,000,000 but < $175,000,000	2.00%	1.00%
3	< $100,000,000	2.25%	1.25%

3

Any increase or decrease in the Applicable Rate resulting from a change in the Average Excess Availability Percentage shall become effective as of the first calendar day of each fiscal quarter. and remain in effect until the first day of the next fiscal quarter. The Average Excess Availability Percentage shall be calculated by the Administrative Agent based on the Administrative Agent’s records. If the Borrowing Base Certificates (including any required financial information in support thereof) of the Borrowers are not received by the Administrative Agent by the date required pursuant to Section 6.01(f) of this Agreement, then, upon the request of the Required Lenders, the Applicable Rate shall be determined as if the Average Excess Availability Percentage for the immediately preceding fiscal quarter is at Level 3 until such time as such Borrowing Base Certificates and supporting information are received.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Application Date” has the meaning specified in Section 2.05(c).

“Appropriate Lender” means, at any time, (a) (i) with respect to the U.S. Revolving Credit Facility, a Lender that has a Commitment with respect to the U.S. Revolving Credit Facility or holds a U.S. Revolving Credit Loan at such time, (ii) with respect to the U.S. Letter of Credit Sublimit, (A) each U.S. L/C Issuer and (B) if any U.S. Letters of Credit have been issued pursuant to Section 2.01(c), the U.S. Revolving Credit Lenders and (iii) with respect to the U.S. Swing Line Sublimit, (A) the U.S. Swing Line Lender and (B) if any U.S. Swing Line Loans are outstanding pursuant to Section 2.04(A)(a), the U.S. Revolving Credit Lenders and (b) (i) with respect to the Canadian Revolving Credit Facility, a Lender that has a Commitment with respect to the Canadian Revolving Credit Facility or holds a Canadian Revolving Credit Loan at such time, (ii) with respect to the Canadian Letter of Credit Sublimit, (A) each Canadian L/C Issuer and (B) if any Canadian Letters of Credit have been issued pursuant to Section 2.01(d), the Canadian Revolving Credit Lenders and (iii) with respect to the Canadian Swing Line Sublimit, (A) the Canadian Swing Line Lender and (B) if any Canadian Swing Line Loans are outstanding pursuant to Section 2.04(B)(a), the Canadian Revolving Credit Lenders.

“Approved Fund” means 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.

“Approved Plan of Reorganization” means a plan of reorganization under and in compliance with the provisions of chapter 11 of the Bankruptcy Code in the form of Exhibit N attached to the Existing Credit Agreement, subject only to such changes as are not prohibited by Section 7.18.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form (including electronic documentation generated by the use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

“Audited Financial Statements” means the audited consolidated balance sheet of the Specified U.S. Borrower and its Subsidiaries for the fiscal year ended December 31, 2009 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Specified U.S. Borrower and its Subsidiaries, including the notes thereto.

4

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(a)(iii).

“Availability Period” means, with respect to each Revolving Credit Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the applicable Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each applicable Appropriate Lender to make Revolving Credit Loans and of the obligation of the applicable L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Availability Reserve” means, on any date of determination and with respect to the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, the sum (without duplication) of (a) reserves for deterioration in the salability of inventory; (b) the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) all accrued Royalties, whether or not then due and payable by, in the case of the U.S. Borrowing Base, a U.S. Loan Party or, in the case of the Canadian Borrowing Base, a Canadian Loan Party; (e) the aggregate amount of liabilities secured by Liens upon Eligible Collateral that are senior to the Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (f) the Canadian Priority Payables Reserve; (g) reserves for excess dilution; (h) for the period commencing on the date that is 60 days prior to the stated maturity date (after giving effect to any extensions, renewals, refinancings or replacements thereof) of the Term Loan Facility and ending on the date on which the aggregate amount of the outstanding principal, interest and other amounts owing under the Term Loan Facility have been paid in full, the Term Loan Reserve; and (i (i) for the period commencing on the date that is 60 days prior to the stated maturity date (after giving effect to any extensions, renewals, refinancings or replacements thereof) of the 2021 Senior Unsecured Notes and ending on the date on which the aggregate amount of the outstanding principal, interest and other amounts owing under the 2021 Senior Unsecured Notes have been paid or redeemed in full, the 2021 Senior Unsecured Notes Reserve, (j) for the period commencing on the date that is 60 days prior to the stated maturity date (after giving effect to any extensions, renewals, refinancings or replacements thereof) of any Indebtedness incurred pursuant to any of (1) clause (x) of the proviso of Section 7.03(b)(xvii)(A), (2) the proviso of Section 7.03(b)(xvii)(B) or (3) the second proviso of Section 7.03(b)(xviii), the applicable Additional Maturity Date Reserve with respect thereto, (k) reserves with respect to Eligible Mexico Inventory and/or Eligible In-Transit Inventory that is being shipped from Mexico, as the Collateral Agent in its Credit Judgment may elect to impose from time to time, and (l) such additional reserves, in such amounts and with respect to such matters, as the Collateral Agent in its Credit Judgment may elect to impose from time to time; provided that, after the Closing such Availability Reserve shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrowers (unless an Event of Default exists in which event no notice shall be required); provided further that, on or after Canadian Facility Effective Date, the Collateral Agent may adjust the apportionment of the Availability Reserve between the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility in its Credit Judgment at such time; and provided further that such Availability Reserve shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrowers (unless an Event of Default exists in which event no notice shall be required). The Collateral Agent will be available during such period to discuss any such proposed Availability Reserve or change with the Borrowers and without limiting the right of the Collateral Agent to establish or change such Reserves in the Collateral Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Collateral Agent. The amount of any Availability Reserve established by the Collateral Agent shall have a reasonable relationship as determined by the Collateral Agent in its Credit Judgment to the event, condition or other matter that is the basis for the Availability Reserve. Notwithstanding anything herein to the contrary, an Availability Reserve shall not be established to the extent that it would be duplicative of any specific item excluded as ineligible in the definitions of Eligible Collateral, but the Collateral Agent shall retain the right, subject to the requirements of this paragraph, to establish an Availability Reserve with respect to prospective changes in Eligible Collateral that may reasonably be anticipated.

“Average Aggregate Commitments” means, for any period, the amount obtained by adding the Aggregate Commitments outstanding at the end of each day for the period in question and by dividing such sum by the number of days in such period.

5

“Average Canadian Revolving Credit Commitments” means, for any period, the amount obtained by adding the Canadian Revolving Credit Commitments outstanding at the end of each day for the period in question and by dividing such sum by the number of days in such period.

“Average U.S. Revolving Credit Commitments” means, for any period, the amount obtained by adding the U.S. Revolving Credit Commitments outstanding at the end of each day for the period in question and by dividing such sum by the number of days in such period.

“Average Excess Availability” means, for any period, the daily average amount of Excess Availability for each day during such period.

“Average Excess Availability Percentage” means, as of the last day of a fiscal quarter, (a) the Average Excess Availability for the immediately preceding fiscal quarter divided by (b) the Line Cap, as of such date.

“Average Revolving Credit Facility Balance” means, for any period, the amount obtained by adding the Outstanding Amount of Loans (less the Outstanding Amount of any Swing Line Loans on such date) and L/C Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period.

“BA Rate” means, for thewith respect to each Interest Period of eachfor a BA Rate Loan, the rate of interest per annum equal to the average annual rate applicable to Canadian Dollar bankers’ acceptancesBankers’ Acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of ReutersReuter Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day), plus five (5) basis points;, provided that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 11.00%) as of 10:00 a.m. TorontoEastern time on such day at which a Canadian chartered bank listed on Schedule 1 of theI Chartered Bank Act (Canada) as selected by the Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptancesBankers’ Acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term), plus five (5) basis points.

“BA Rate Loan” means any Canadian Revolving Credit Loan denominated in Canadian Dollars bearing interest at a rate determined by reference to the BA Rate.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank of America” has the meaning specified in the introductory paragraph hereto.

“Bank of America-Canada Branch” has the meaning specified in the introductory paragraph heretomeans Bank of America acting through its Canada branch or such other Affiliate as may be designed by Bank of America from time to time.

“Bank Product” means any of the following products, services or facilities extended to any Loan Party: (a) cash management services provided by Cash Management Banks under any Cash Management Agreement; and (b) products provided by Hedge Banks under any Secured Hedge Agreement.

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“Bank Product Amount” means, with respect to any Bank Product, the maximum dollar amount of Obligations arising under the applicable Cash Management Agreement or Secured Hedge Agreement, as designated to the Administrative Agent from time to time in accordance with Section 9.11(b).

“Bank Product Debt” means Indebtedness and other Obligations of a Loan Party arising in respect of any Bank Product.

“Bank Product Reserve” means, with respect to the U.S. Borrowing Base or the Canadian Borrowing Base, the aggregate amount of reserves established by the Collateral Agent from time to time in its Credit Judgment in respect of Bank Product Debt of the U.S. Loan Parties or the Canadian Loan Parties, as the case may be.

“Bankruptcy Code” means Title 11 of the United States Code.

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 11.00%, (b) 1.00% plus the Eurodollar Rate for a 30-day Interest Period, as determined on such day, and (c) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s 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 announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Revolving Credit Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“BIA” means the Bankruptcy and Insolvency Act (Canada).

“Bookrunner” means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated.

“Borrower Agent” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowers” mean the Canadian Borrower (if applicable) and the U.S. Borrowers.

“Borrowing” means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” means any of the U.S. Borrowing Base, the Canadian Borrowing Base and/or the Total Borrowing Base, as the context may require.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit L or such other form as may be agreed to by the Administrative Agent.

“Business Day” means 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, relative to matters with respect to the U.S. Revolving Credit Facility, the state where the Administrative Agent’s Office is located, or relative to matters with respect to the Canadian Revolving Credit Facility, the jurisdiction where the Administrative Agent’s principal Canadian lending Affiliate or branch is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“CAM” means the mechanism for the allocation and exchange of interests in the Loans, participations in Letters of Credit and collections thereunder established pursuant to Section 8.04.

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“CAM Exchange” means the exchange of the Lenders’ interests provided for in Section 8.04.

“CAM Exchange Date” means the first date after the Closing Date on which there shall occur (a) any Event of Default under clause (f) or (g) of Section 8.01 with respect to a Borrower or (b) an acceleration of Loans pursuant to Section 8.02(b).

“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the sum, without duplication, of (i) the Canadian Revolving Credit Exposure, if any, of such Lender, (ii) the U.S. Revolving Credit Exposure, if any, of such Lender and (iii) the aggregate amount of any other Obligations otherwise owed to such Lender pursuant to the Loan Documents (other than Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements), in each case immediately prior to the CAM Exchange Date, and (b) the denominator shall be the sum of (i) the aggregate U.S. Revolving Credit Exposure of all the Lenders, (ii) the aggregate Canadian Revolving Exposure of all Lenders and (iii) the aggregate amount of any other Obligations otherwise owed to any of the Lenders pursuant to the Loan Documents (other than Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements), in each case immediately prior to the CAM Exchange Date.

“Canadian ABL Priority Collateral” means ABL Priority Collateral that is Canadian Collateral.

“Canadian Account Control Agreements” means, collectively, the Control Agreements entered into by the Canadian Loan Parties in favor of the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent.

“Canadian Available Cash” means, at any time, unrestricted cash collateral of the Canadian Borrower or any other Canadian Loan Party that (a) does not consist of proceeds of accounts receivable that are otherwise included at such time in the calculation of the Canadian Borrowing Base and (b) is pledged to the Administrative Agent and held in Cash Collateral Accounts at the Administrative Agent. In no event shall any Specified Issuance Proceeds be classified as Canadian Available Cash.

“Canadian Base Rate” means, for any day, the rate of interest in effect for such day as publicly announced from time to time by Bank of America-Canada Branch as its “Base Rate” for loans in Dollars in Canada. The “Canadian Base Rate” is a rate set by Bank of America-Canada Branch based upon various factors including Bank of America-Canada Branch’s 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 announced rate; and any change in such rate announced by Bank of America-Canada Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

“Canadian Base Rate Loan” means any Canadian Revolving Credit Loan denominated in Dollars bearing interest computed by reference to the Canadian Base Rate.

“Canadian Benefit Plans” means all employee benefit plans, programs or arrangements of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or its Subsidiaries in respect of its employees or former employees in Canada.

“Canadian Borrower” has the meaning specified in the introductory paragraph hereto.means, on and after the Canadian Facility Effective Date, each Subsidiary of the Specified U.S. Borrower that executes a supplement or joinder to this Agreement pursuant to Section 2.19; it being understood and agreed that, on and as of the Fourth Amendment Effective Date, there is no Canadian Borrower hereunder.

“Canadian Borrowing Base” means, on any date of determination, an amount (calculated based on the most recent Borrowing Base Certificate delivered to the Administrative Agent in accordance with this Agreement) equal to:

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(a) the sum of:

(i) 8585.0% of the value of the Eligible Receivables of the Canadian Loan Parties (other than any Excluded Subsidiaries);

(ii) 8585.0% of the NOLV Percentage of the value of the Eligible Inventory of the Canadian Loan Parties (other than any Excluded Subsidiaries); and

(iii) 100% of Canadian Available Cash up to $35,000,000 (less the amount of U.S. Available Cash included in the calculation of the U.S. Borrowing Base at such time);

minus

(b) the Availability Reserve to the extent attributable to the Canadian Loan Parties in the Collateral Agent’s Credit Judgment on such date, provided that, after the Closing Date, the Collateral Agent may adjust the apportionment of the Availability Reserve between the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility in its Credit Judgment.

“Canadian Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is a Canadian Lender or an Affiliate of a Canadian Lender, in its capacity as a party to such Cash Management Agreement, in each case in respect of services provided under such Cash Management Agreement to a Canadian Loan Party.

“Canadian Collateral” means all of the “Collateral” referred to in the Canadian Collateral Documents and all of the other property that is or is intended under the terms of the Canadian Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Canadian Secured Parties.

“Canadian Collateral Documents” means, collectively, the Canadian Security Agreement, the Canadian Account Control Agreements, each of the collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, deeds of hypothec, hypothecs, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 2.19 or Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien securing the Canadian Obligations in favor of the Administrative Agent for the benefit of the Canadian Secured Parties; it being understood that, on and as of the Fourth Amendment Effective Date and prior to the Canadian Facility Effective Date, no Canadian Collateral Documents are in effect.

“Canadian Commitment Increase Lender” has the meaning specified in Section 2.16(c).

“Canadian Dollar” or “Cdn. $” means Canadian dollars, the lawful currency of Canada.

“Canadian Excess Availability” means, at any time, the difference between (a) the lesser of (i) the Canadian Revolving Credit Facility and (ii) the Canadian Borrowing Base at such time, as determined from the most recent Borrowing Base Certificate delivered by the Borrower Agent to the Administrative Agent pursuant to Section 6.01(f) hereof minus (b) the Total Canadian Revolving Credit Outstandings.

“Canadian Facility Effective Date” means the date of the first to occur of a Canadian Increase or a Canadian Reallocation.

“Canadian Guarantee” means, collectively, the Guarantees made by the Canadian Subsidiary Guarantors in favor of the Canadian Secured Parties, each in form and substance reasonably satisfactory to the Administrative Agent, together with each other guarantee and guarantee supplement delivered pursuant to Section 6.12.6.12; it being understood that, on and as of the Fourth Amendment Effective Date and prior to the Canadian Facility Effective Date, no Canadian Guarantee is in effect.

“Canadian Hedge Bank” means any Hedge Bank that is party to a Canadian Secured Hedge Agreement.

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“Canadian Increase” has the meaning specified in Section 2.16(a).

“Canadian L/C Advance” means, with respect to each Canadian Revolving Credit Lender, such Lender’s funding of its participation in any Canadian L/C Borrowing in accordance with its Applicable Percentage.

“Canadian L/C Borrowing” means an extension of credit resulting from a drawing under any Canadian Letter of Credit which has not been reimbursed on the date when made or refinanced as a Canadian Revolving Credit Borrowing.

“Canadian L/C Credit Extension” means, with respect to any Canadian Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Canadian L/C Issuer” means Bank of America-CanadianCanada Branch in its capacity as issuer of Canadian Letters of Credit hereunder, any successor thereto in such capacity or any other Canadian Lender (or any Affiliate of a Canadian Lender) that has agreed to act in such capacity.

“Canadian L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Canadian Letters of Credit, including all Canadian L/C Borrowings. For purposes of computing the amount available to be drawn under any Canadian Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Canadian Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Canadian Lender” means each financial institution listed on Schedule 2.01 as a “Canadian Revolving Credit Lender”, as well as any Person that becomes a “Canadian Revolving Credit Lender” hereunder pursuant to Section 2.19 or Section 11.06 and, as the context requires, includes the Canadian Swing Line Lender.

“Canadian Letter of Credit” means any standby letter of credit or commercial letter of credit issued under the Canadian Revolving Credit Facility.

“Canadian Letter of Credit Sublimit” means an amount equal to $5,000,000. The Canadian Letter of Credit Sublimit is part of, and not in addition to, the Canadian Revolving Credit Facility.

“Canadian Loan” means an extension of credit by a Canadian Lender to the Canadian Borrower under Article II in the form of a Canadian Revolving Credit Loan or a Canadian Swing Line Loan.

“Canadian Loan Parties” means, if applicable, the Canadian Borrower and the Canadian Subsidiary Guarantors.

“Canadian Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Canadian Loan Party arising under any Loan Document or otherwise with respect to any Canadian Loan, Canadian Letter of Credit, or, subject to Section 9.11(b), Canadian Secured Cash Management Agreement or Canadian Secured Hedge Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Canadian Loan Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Canadian Obligations shall exclude any Excluded Swap Obligations. It is understood that, on and as of the Fourth Amendment Effective Date and prior to the Canadian Facility Effective Date, there are no Canadian Obligations.

“Canadian Overadvance” has the meaning specified in Section 2.01(f).

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“Canadian Overadvance Loan” means a Canadian Revolving Credit Loan made when an Overadvance exists or is caused by the funding thereof.

“Canadian Payment Account” means the Canadian Dollar account and the Dollar account of the Administrative Agent to which all monies constituting proceeds of Canadian Collateral shall be transferred from time to time.

“Canadian Pension Plans” means each plan, program or arrangement which is required to be registered as a pension plan under any applicable pension benefits standards or tax statute or regulation in Canada (or any province or territory thereof) maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or its Subsidiaries in respect of its Canadian employees or former employees.

“Canadian Prime Rate” means, for any day, a fluctuating rate of interest per annum equal to the rate of interest in effect for such day as publicly announced from time to time by Bank of America-Canada Branch as its “Prime Rate.” The “Canadian Prime Rate” is a rate set by Bank of America-Canada Branch based upon various factors including Bank of America-Canada Branch’s 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 announced rate; and any change in such rate announced by Bank of America-Canada Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

“Canadian Prime Rate Loan” means any Canadian Revolving Credit Loan denominated in Canadian Dollars bearing interest computed by reference to the Canadian Prime Rate.

“Canadian Priority Payables” means, at any time, with respect to the Canadian Borrowing Base:

(a)    the amount past due and owing by the Canadian Borrower and any other Canadian Loan Party, or the accrued amount for which each of the Canadian Borrower and any other Canadian Loan Party has an obligation to remit to a Governmental Authority or other Person pursuant to any applicable Law, in respect of (i) pension fund obligations (including, for greater certainty, obligations and solvency deficiencies that would give rise to a Lien (whether or not permitted hereunder)); (ii) employment insurance; (iii) goods and services taxes, sales taxes, harmonized taxes, excise taxes, value added taxes, employee income taxes and other taxes or governmental royalties payable or to be remitted or withheld; (iv) workers’ compensation; (v) wages, vacation pay and amounts payable under the Wage Earner Protection Program Act (Canada); and (vi) other like charges and demands; in each case, in respect of which any Governmental Authority or other Person may claim a security interest, hypothec, prior claim, lien, trust or other claim or Lien ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted in the Collateral Documents; and

(b)    the aggregate amount of any other liabilities of the Canadian Borrower and any other Canadian Loan Parties (i) in respect of which a trust has been or may be imposed on any Collateral to provide for payment or (ii) which are secured by a security interest, hypothec, prior claim, pledge, lien, charge, right, or claim or other Lien on any Collateral; in each case, pursuant to any applicable Law and which trust, security interest, hypothec, prior claim, pledge, lien, charge, right, claim or Lien ranks or is capable of ranking in priority to or pari passu with one or more of the Liens granted in the Collateral Documents.

“Canadian Priority Payables Reserve” means, on any date of determination for the Canadian Borrowing Base, a reserve established from time to time by the Collateral Agent in its reasonable Credit Judgment in such amount as the Collateral Agent may determine reflects the unpaid, accrued or unremitted Canadian Priority Payables by the Canadian Loan Parties, which would give rise to a Lien under applicable Laws with priority over, or pari passu with, the Lien of the Administrative Agent for the benefit of the Canadian Secured Parties.

“Canadian Protective Advances” has the meaning specified in Section 2.01(g).

“Canadian Reallocation” has the meaning specified in Section 2.19.

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“Canadian Revolving Credit Borrowing” means a borrowing consisting of simultaneous Canadian Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans and BA Rate Loans, having the same Interest Period made by each of the Canadian Revolving Credit Lenders.

“Canadian Revolving Credit Commitment” means, as to each Canadian Revolving Credit Lender, its obligation to (a) make Canadian Revolving Credit Loans to the Canadian Borrower pursuant to Section 2.01(b), (b) purchase participations in Canadian L/C Obligations, and (c) purchase participations in Canadian Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Canadian Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption 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.

“Canadian Revolving Credit Exposure” means, with respect to any Canadian Revolving Credit Lender at any time, the Outstanding Amount of Canadian Revolving Credit Loans of such Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of Canadian L/C Obligations with respect to Canadian Letters of Credit plus such Lender’s Applicable Percentage of the Outstanding Amount of Canadian Swing Line Loans.

“Canadian Revolving Credit Facility” means, at any time on or after Canadian Facility Effective Date, the aggregate amount of the Canadian Revolving Credit Lenders’ Canadian Revolving Credit Commitments at such time; it being understood that, on and as of the Fourth Amendment Effective Date and prior to the Canadian Facility Effective Date, the aggregate Canadian Revolving Credit Commitments shall be zero.

“Canadian Revolving Credit Lender” means, at any time, any Lender that has a Canadian Revolving Credit Commitment at such time.

“Canadian Revolving Credit Loan” has the meaning specified in Section 2.01(b) and shall be deemed to include any Canadian Overadvance Loan and Canadian Protective Advance made hereunder.

“Canadian Revolving Credit Note” means a promissory note made by the Canadian Borrower in favor of a Canadian Revolving Credit Lender evidencing Canadian Revolving Credit Loans or Canadian Swing Line Loans, as the case may be, made by such Canadian Revolving Credit Lender, substantially in the form of Exhibit C-2.

“Canadian Secured Cash Management Agreement” means any Secured Cash Management Agreement that is entered into by and between any Canadian Loan Party and any Cash Management Bank; it being understood that, on and as of the Fourth Amendment Effective Date and prior to the Canadian Facility Effective Date, no such agreement is in effect.

“Canadian Secured Hedge Agreement” means any Secured Hedge Agreement that is entered into by and between any Canadian Loan Party and any Hedge Bank; it being understood that, on and as of the Fourth Amendment Effective Date and prior to the Canadian Facility Effective Date, no such agreement is in effect.

“Canadian Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Canadian Revolving Credit Lenders, each Canadian L/C Issuer, the Canadian Hedge Banks, the Canadian Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Canadian Obligations owing to which are or are purported to be secured by the Canadian Collateral under the terms of the Collateral Documents.

“Canadian Security Agreement” means, collectively, the Security Agreements, security agreement supplements and the deeds of hypothec delivered pursuant to Section 4.012.19 or Section 6.12, in each case in respect of the Canadian Collateral, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Canadian Subsidiary” means any direct or indirect Subsidiary of the Specified U.S. Borrower which is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

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“Canadian Subsidiary Guarantor” means each Canadian Subsidiary listed on Schedule 6.12 and each Person that shall, at any time, execute and deliver a Canadian Guarantee; it being understood that none of the Canadian Borrower or any Canadian Subsidiary Guarantors shall guarantee any of the U.S. Obligations.

“Canadian Swing Line Borrowing” means a borrowing of a Canadian Swing Line Loan pursuant to Section 2.04(B).

“Canadian Swing Line Lender” means Bank of America-Canada Branch in its capacity as provider of Canadian Swing Line Loans, or any successor swing line lender hereunder.

“Canadian Swing Line Loan” has the meaning specified in Section 2.04(B)(a).

“Canadian Swing Line Sublimit” means an amount equal to $3,000,000. The Canadian Swing Line Sublimit is part of, and not in addition to, the Canadian Revolving Credit Facility.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations); provided, however, that Capital Expenditures shall not include any such expenditures which constitute (a) a Permitted Acquisition, (b) capital expenditures relating to the construction or acquisition of any property which has been transferred to a Person that is not a Borrower pursuant to a sale-leaseback transaction permitted under Section 7.05(f), (c) a reinvestment of (i) the net cash proceeds of any Disposition of any fixed or capital assets or (ii) any insurance proceeds paid on account of loss or damage to any fixed or capital assets, in either case, in fixed or capital assets useful in the business of such Person (d) the purchase price of fixed or capital assets purchased substantially contemporaneously with the trade-in or sale of existing fixed or capital assets to the extent that the gross amount of such purchase price is reduced by the credit granted to the seller of such property (or for the net proceeds of such sale) for the property being traded in or sold at such time, or (f) capitalized interest relating to the construction of any fixed assets.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Cases” means the voluntary cases commenced by the Specified U.S. Borrower and certain of its Affiliates under the Bankruptcy Code in the Bankruptcy Court on October 21, 2009.

“Cash Collateral Account” means a blocked deposit account of one or more of the Loan Parties at Bank of America (or its Affiliates or branches or at another commercial bank selected in compliance with Section 6.18) or an account in the name of the Administrative Agent, and in each case under the sole dominion and control of the Administrative Agent and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(f).means to deposit in a Cash Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Consideration” means (a) with respect to the Disposition of any ABL Priority Collateral in accordance with Section 7.05(l), payments in lawful currency of the applicable jurisdiction and (b) with respect to any other Disposition under Section 7.05(l), (i) payments in lawful currency of the applicable jurisdiction, (ii) any liabilities

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appearing on the Specified U.S. Borrower’s or disposing Subsidiary’s most recent balance sheet provided under Section 6.01(a) or (b) (other than liabilities that are by their terms subordinated in right of payment to the Obligations) assumed by the transferee of such Disposition, as to which the Loan Parties shall have been released by all applicable creditors in writing and (iii) any securities received from the transferee in such Disposition that are converted by such Person into cash (to the extent of cash received) within 180 days following the closing of such Disposition.

“Cash Dominion Event” means either (a) the occurrence and continuance of an Event of Default or (b) the failure of the Loan Parties to maintain ExcessSpecified Availability of at least the greater of (x) 10.0% of the sum of the U.S. Revolving Credit Facility and the Canadian Revolving Credit FacilityLine Cap and (y) $30,000,000, which failure has continued for five (5) or more consecutive days. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (a) so long as such Event of Default is continuing and has not been cured or waived, and/or (b) if the Cash Dominion Event arises under clause (b) of the preceding sentence, until ExcessSpecified Availability is at least the greater of (x) 10.0% of the sum of the U.S. Revolving Credit Facility and the Canadian Revolving Credit FacilityLine Cap and (y) $30,000,000 for thirty (30) consecutive days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrowers or any of their Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America (or Canada) or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America (or Canada, as the case may be) is pledged in support thereof;

(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;

(c)    commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(d)    Investments, classified in accordance with GAAP as current assets of the Borrowers or any of their Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Xxxxx’x or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition;

(e)    repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; and

(f)    readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either S&P or Xxxxx’x with maturities of not more than twelve (12) months from the date of acquisition thereof;

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provided that instruments equivalent to those referred to in clauses (a) through (f) above denominated in Canadian Dollars which are comparable in credit quality and tenor to those referred to above and customarily used by corporations for short term cash management purposes in Canada shall be permitted under Sections 7.02(a) and 7.05(g) to the extent reasonably required in connection with any business conducted by any Canadian Subsidiary; provided, further, that instruments equivalent to those referred to in clauses (a) through (f) above denominated in local currencies other than Dollars or Canadian Dollars which are comparable in credit quality and tenor to those referred to above and customarily used by corporations for short term cash management purposes in the jurisdiction of the relevant Foreign Subsidiary shall be permitted under Sections 7.02(a) and 7.05(g) to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means a U.S. Cash Management Bank and/or a Canadian Cash Management Bank, as the context may require.

“CCAA” means the Companies’ Creditors Arrangement Act (Canada), and any rule or regulation issued thereunder.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Equity Investors becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 19341934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than the greater of (i) 3550.0% or more of the Equity Interests of the Specified U.S. Borrower entitled to vote for members of the board of directors or equivalent governing body of the Specified U.S. Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) and (ii) the percentage of the then outstanding Equity Interests of the Specified U.S. Borrower entitled to vote for members of the board of directors or equivalent governing body of the Specified U.S. Borrower owned beneficially by the Equity Investors; or

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(b)    during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Specified U.S. Borrower cease for any reason other than death or disability to be composed of Continuing Directors; or

(c)    any “Change of Control” (or any comparable term) in any document pertaining the Term Loan Facility or to any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount, and as a result thereof, the Specified U.S. Borrower or any Subsidiary shall be required to repurchase, repay, redeem or make any similar payment or payments in respect thereof in an aggregate principal amount in excess of the Threshold Amount; or

(d)    on or after the Canadian Facility Effective Date, the Canadian Borrower shall cease to be a wholly owned Subsidiary of the Specified U.S. Borrower, unless simultaneously with such transaction, the Canadian Obligations (other than contingent Obligations in respect of unasserted indemnity claims) have been paid in full in cash and the Canadian Revolving Credit Commitments are terminated.

“Closing Date” means December 17, 2009.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means the U.S. Collateral and the Canadian Collateral.

“Collateral Agent” means Bank of America, in its capacity as a “collateral agent” under this Agreement.

“Collateral Documents” means the U.S. Collateral Documents and the Canadian Collateral Documents.

“Commitment Date” has the meaning specified in Section 2.05(c).

“Commitment Increase” has the meaning specified in Section 2.16(a).

“Commitment Increase Lender” has the meaning specified in Section 2.16(b) or (c), as applicable.

“Commitment Letter” means the letter agreement, dated October 9, 2009, among the Specified U.S. Borrower, the Original Bookrunner and the Initial Lenders.

“Committed Loan Notice” means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans or BA Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A 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 Responsible Officer of the Borrower Agent.

“Commitments” means (a) with respect to Canadian Revolving Credit Lenders, the Canadian Revolving Credit Commitments and (b) with respect to U.S. Revolving Credit Lenders, the U.S. Revolving Credit Commitments.

“Commodity Account Control Agreements” has the meaning specified in the U.S. Security Agreement and/or the Canadian Security Agreement, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

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“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the sum, without duplication, of: (1) Consolidated Net Income of such Person for such period; plus (2) provision for taxes based on income or profits of such Person and its Subsidiaries for such period (including amounts actually paid pursuant to any tax sharing arrangement relating to combined, consolidated, unitary or similar tax returns to the extent that such amounts do not exceed the amount of taxes attributable to such Person and its Subsidiaries determined as if such Person and its Subsidiaries filed separate tax returns), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (3) consolidated interest expense of such Person and its Subsidiaries for such period, whether or not paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus (4) depreciation, amortization (including amortization of the step-up in inventory valuation arising from purchase accounting and other intangibles) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus (5) any reasonable expenses, fees or charges related to the Transactions or any acquisition or Investment, in each case to the extent that any such expenses, fees or charges were deducted in computing such Consolidated Net Income; plus (6) other non-recurring cash charges not to exceed in the aggregate $3.0 million in any fiscal year; minus (7) non-cash items increasing such Consolidated Net Income for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any period.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of the Specified U.S. Borrower shall be added to Consolidated Net Income to compute Consolidated EBITDA of the Specified U.S. Borrower only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Specified U.S. Borrower by such Subsidiary without prior governmental approval (or that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA of the Specified U.S. Borrower and its Subsidiaries, less (ii) the aggregate amount of all Capital Expenditures of or by the Specified U.S. Borrower and its Subsidiaries less (iii) taxes paid or payable in cash by the Specified U.S. Borrower and its Subsidiaries (net of refunds received or receivable) to (b) the sum of (i) Consolidated Net Cash Interest Charges of the Specified U.S. Borrower and its Subsidiaries, (ii) solely for purposes of calculating pro forma compliance with the covenant set forth in Section 7.11 in connection with the determination of whether a particular Restricted Payment may be made pursuant to Section 7.06(f), such Restricted Payment and (iii) the aggregate principal amount of all Mandatory Principal Payments, but excluding (A) any such payments to the extent financed through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.03, and (B) any such payments in respect of seller notes or earn-outs in each case made before the Closing Date, for the most recently completed Measurement Period; provided that (x) for purposes of determining pro forma compliance with the Consolidated Fixed Charge Coverage Ratio for any Permitted Acquisition of any Person or business and for any Investment in any Person or business under Section 7.02(n)(iii), pro forma effect shall be given to such Permitted Acquisition and Investment (in each case without giving effect to any synergies or cost savings), so long as, solely in the case of any such Permitted Acquisition or Investment for consideration in excess of $10,000,000, the Administrative Agent shall be furnished with audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to the Administrative Agent, of such Person or business (or if the acquisition is of a business unit, line of business or division of any Person, the audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to the Administrative Agent, of such

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Person, so long as the individual activities of the acquired business are clearly reflected in such financial statements (provided that, in the case of any Permitted Acquisition or Investment for consideration of $10,000,000 or less, the Administrative Agent shall be furnished with such financial statements as may be available to the Specified U.S. Borrower and its Subsidiaries with respect to such Person or business or division of such Person), together with a certificate from a financial officer of the Borrower Agent certifying that the Borrower Agent has reviewed the historical financial statements of the business unit, line of business or division and that to the knowledge of the Borrower Agent they reflect proper divisional accounting in relation to the larger business), reasonably satisfactory to the Administrative Agent in all respects, confirming such historical results and (y) in the event that the Specified U.S. Borrower or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Equity Interests or preferred stock subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity Interests or preferred stock and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable Measurement Period.

“Consolidated Funded Indebtedness” means, as to any Person at a particular time, without duplication, on a consolidated basis, all Indebtedness of such Person of the types referred to in clauses (a), (b) (limited to unreimbursed obligations in respect of drawn letters of credit) and (f) of the definition of Indebtedness.

“Consolidated Net Cash Interest Charges” means, for any Measurement Period, with respect to any specified Person, the sum, without duplication of: (1) the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, noncash interest payments (other than the amortization of discount or imputed interest arising as a result of purchase accounting), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus (2) the consolidated interest of such Person and its Subsidiaries that was capitalized during such period; plus (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (4) the product of (a) all dividends and distributions, whether paid or accrued and whether or not in cash, on any series of preferred stock or Disqualified Equity Interests of such Person or any of its Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the issuer (other than Disqualified Equity Interests) or to the issuer or a Subsidiary that is a Guarantor, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus (5) the amortization or expensing of financing fees and debt discount incurred by the issuer and its Subsidiaries including amortization arising from the Transactions and recognized in the applicable period; minus (6) interest income for such period to the extent not deducted in determining Consolidated Net Cash Interest Charges in any previous period and to the extent not included in the calculation of Consolidated EBITDA for such period, but excluding, in each of the forgoing clauses, any fees, costs or expenses related to the Transactions; provided that, for purposes of determining Consolidated Net Cash Interest Charges with respect to any Measurement Period ending in the fiscal quarter in which the Closing Date occurs or any of the first full four fiscal quarters ending thereafter, (i) in the case of calculations made during the fiscal quarter in which the Closing Date occurs, “Consolidated Net Cash Interest Charges” shall refer to Consolidated Net Cash Interest Charges for the period from the Closing Date to the applicable date of determination multiplied by a factor, the numerator of which is 365 and the denominator of which is the number of days in the period from the Closing Date to the applicable date of determination, (ii) in the case of calculations made during the first full fiscal quarter ending after the Closing Date, “Consolidated Net Cash Interest Charges” shall refer to Consolidated Net Cash Interest Charges for the period from the Closing Date to the applicable date of determination multiplied by a factor, the numerator of which is 365 and the denominator of which is the number of days in the period from the Closing Date to the applicable date of determination, (iii) in the case of calculations made during the second full fiscal quarter ending after the Closing

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Date, “Consolidated Net Cash Interest Charges” shall refer to Consolidated Net Cash Interest Charges for the most recently ended fiscal quarter multiplied by four, (iv) in the case of calculations made during the third full fiscal quarter ending after the Closing Date, “Consolidated Net Cash Interest Charges” shall refer to Consolidated Net Cash Interest Charges of the two most recently ended fiscal quarters multiplied by two and (v) in the case of calculations made during the fourth full fiscal quarter ending after the Closing Date, “Consolidated Net Cash Interest Charges” shall refer to Consolidated Net Cash Interest Charges of the three most recently ended fiscal quarters multiplied by 4/3.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(a)    the Net Income of any Person that is not a Subsidiary, or that is accounted for by the equity method of accounting shall be excluded; provided that, to the extent not previously included, Consolidated Net Income shall be increased by the amount of dividends or distributions paid in cash to the specified Person or a Subsidiary thereof; provided that accounting adjustments resulting from “fresh start accounting” with respect to the Transactions and fees and expenses paid in connection with the Transactions shall be excluded;

(b)    the Net Income of any Subsidiary that is not a Loan Party shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof (subject to provisions of this clause (2)) during such period, to the extent not previously included therein;

(c)    the Net Income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded;

(d)    the cumulative effect of a change in accounting principles shall be excluded;

(e)    non-cash charges relating to employee benefit or other management compensation plans of any parent company of the Specified U.S. Borrower (to the extent such non-cash charges relate to plans of such parent company for the benefit of members of the Board of Directors of the Specified U.S. Borrower (in their capacity as such) or employees of the Specified U.S. Borrower and its Subsidiaries), the Specified U.S. Borrower or any of its Subsidiaries or any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards of any parent company of the Specified U.S. Borrower (to the extent such non-cash charges relate to plans of such parent company for the benefit of members of the Board of Directors of the Specified U.S. Borrower (in their capacity as such) or employees of the Specified U.S. Borrower and its Subsidiaries), the Specified U.S. Borrower or any of its Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) in each case, to the extent that such non-cash charges are deducted in computing such Consolidated Net Income shall be excluded;

(f)    any non-cash goodwill or other impairment charges resulting from the application of Statement of Financial Accounting Standards No. 142 or Statement of Financial Accounting Standards No. 144, and non-cash charges relating to the amortization of intangibles resulting from the application of Statement of Financial Accounting Standards No. 141, shall be excluded;

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(g)    any increase in cost of sales as a result of the step-up in inventory valuation arising from applying the purchase method of accounting in accordance with GAAP in connection with any acquisition consummated after the date of this Agreement, net of taxes, shall be excluded;

(h)    unrealized gains and losses relating to hedging transactions and xxxx-to-market of Indebtedness denominated in foreign currencies resulting from the application of Statement of Financial Accounting Standards No. 52 shall be excluded; and

(i)    all restructuring charges, including severance, relocation and transition costs, and fees and expenses related to such restructuring, shall be excluded.

“Consolidated Tangible Assets” means, with respect to any Person, the consolidated total assets of such Person and its Subsidiaries determined in accordance with GAAP, less all goodwill, trade names, trademarks, patents and other similar intangibles properly classified as intangibles in accordance with GAAP, all as shown on the most recent balance sheet for such Person.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness of the U.S. Specified Borrower and its Subsidiaries as of such date minus the sum of (i) U.S. Available Cash and (ii) Canadian Available Cash (in each case, excluding any amounts included in the Borrowing Base) as of such date up to an aggregate amount not to exceed $50,000,000 to (b) Consolidated EBITDA of the U.S. Specified Borrower and its Subsidiaries as of the end of the most recently completed Measurement Period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01 (or, for purposes of the Applicable Rate, for which a Pricing Compliance Certificate has been delivered to the Administrative Agent); provided, however, that Consolidated EBITDA shall be determined for purposes of this definition with such pro forma adjustments consistent with the definition of Consolidated Fixed Charge Coverage Ratio.

“Continuing Directors” shall meanmeans the directors of the Specified U.S. Borrower on the ClosingFourth Amendment Effective Date, and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Specified U.S. Borrower is or was recommended, approved or ratified by a majority of the then Continuing Directors or such other director receives or received the vote of the Equity Investors in his or her election by the stockholders of the Specified U.S. Borrower.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” has the meaning specified in the U.S. Security Agreement and/or the Canadian Security Agreement, as the context may require.

“Covenant Trigger Event” means, at any time, either (a) the occurrence and continuance of an Event of Default or (b) the failure of the Loan Parties to maintain ExcessSpecified Availability of at least the greater of (x) $30,000,000 and (y) 12.510.0% of the Total Borrowing BaseLine Cap. For purposes of this Agreement, the occurrence of a Covenant Trigger Event shall be deemed continuing (a) so long as such Event of Default is continuing and has not been cured or waived and/or (b) if the Covenant Trigger Event arises under clause (b) of the preceding sentence, until ExcessSpecified Availability is at least the greater of (x) $30,000,000 and (y) 12.510.0% of the Total Borrowing BaseLine Cap for thirty (30) consecutive days, in which case a Covenant Trigger Event shall no longer be deemed to be continuing for purposes of this Agreement. For purposes of determining whether a Covenant Trigger Event shall have occurred and is continuing, no greater than 2525.0% of ExcessSpecified Availability shall be composed of Canadian Excess Availability and no greater than 2525.0% of the Total Borrowing BaseSpecified Availability shall be composed of, or attributable to, the Canadian Borrowing Base.

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“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Judgment” means the Collateral Agent’s commercially reasonable judgment exercised in good faith, based upon its consideration of any factor that it reasonably believes (a) could materially adversely affect the quantity, quality, mix or value of Collateral (including any applicable Law that may inhibit collection of an Account), the enforceability or priority of the Administrative Agent’s Liens, or the amount that the Collateral Agent and the Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Loan Party is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any proceeding under any Debtor Relief Laws involving a Loan Party; or (d) creates or could result in an Event of Default. In exercising such judgment, (i) the Collateral Agent may consider any factors that could materially increase the credit risk of lending to the Borrowers on the security of the Collateral and (ii) the Administrative Agent shall communicate to the Borrower Agent the Collateral Agent’s judgment at the direction of the Collateral Agent.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the BIA, the CCAA and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate, Canadian Base Rate or Canadian Prime Rate, as applicable plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as the case may be, under the Revolving Credit Facility plus (iii) 22.0% per annum; provided, however, that with respect to a Eurodollar Rate Loan or a BA Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 22.0% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 22.0% per annum.

“Defaulting Lender” means, subject to Section 2.172.18(fb), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, theany L/C Issuer, theany Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified any Borrower, the Administrative Agent, theany L/C Issuer or theany Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements to which it commits to extend credit, or has made a public statement to that effect, (c) has failed, within three Business Days after reasonablewritten request by the Administrative Agent or the Specified U.S. Borrower Agent, to confirm in writing to the Administrative Agent and, if such request was made by the Specified U.S. Borrower, the Specified U.S. Borrower, Agent that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Specified U.S. Borrower Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to

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Section 2.17(f)) (x) immediately in the case of clauses (a)(i), (b) (if notified to any Borrower and such Borrower has notified the Administrative Agent), (c) (if notified to the Administrative Agent in case the written request referred to in clause (c) is made solely by the Specified U.S. Borrower) or (d) above and (y2.18(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination in all other cases, which shall be delivered by the Administrative Agent to the Borrower Agent, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Deposit Account Control Agreements” has the meaning specified in the U.S. Security Agreement and/or the Canadian Security Agreement, as the context may require.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property owned by any Person, including any sale, assignment, transfer, license, lease or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the issuance of Equity Interests of any Person shall not be considered a Disposition by such Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests (other than Disqualified Equity Interests)), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case for clauses (a) through (d), prior to the date that is ninety one (91) days after the Maturity Date; provided that if such Equity Interest is issued to any employee or to any plan for the benefit of employees of the Specified U.S. Borrower or any of its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by the Specified U.S. Borrower or such Subsidiary in order to satisfy applicable statutory or regulatory obligations; and provided further that any Equity Interest that would constitute a Disqualified Equity Interest solely because the holders thereof have the right to require the Specified U.S. Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute a Disqualified Equity Interest if the terms of such Equity Interest provide that the Specified U.S. Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions prior to the repayment in full of the Obligations.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuers, as the case may be, at such time on the basis of the Spot Rate in accordance with Section 1.08 .

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Dominion Account” means any Deposit Account of a Loan Party at Bank of America or its Affiliates or branches or another bank acceptable to the Administrative Agent, in each case which is subject to a Deposit Account Control Agreement.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial

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institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the first date on which all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Eligible Collateral” means, collectively, Eligible Inventory and Eligible Receivables.

“Eligible Foreign Receivables” means Accounts payable in a currency other than Dollars or Canadian Dollars or arising out of sale to debtors outside of the United States and Canada which in each case are acceptable to the Collateral Agent in its Credit Judgment.

“Eligible In-Transit Inventory” means (a) Inventory in-transit between Loan Parties within the United States that otherwise constitutes Eligible Inventory and (b) Inventory owned by a Loan Party that would be Eligible Inventory if it were not subject to a Document and in transit from a foreign location to a location of a Loan Party within the United States. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory pursuant to clause (b) of the preceding sentence unless such Inventory (i) at any time Excess Availability is less than twenty-five percent (25%) of the Line Cap, is subject to a negotiable Document showing the Collateral Agent (or, with the consent of the Collateral Agent, the applicable Loan Party) as consignee, which Document is in the possession of the Collateral Agent or such other Person as the Collateral Agent shall approve; (ii) is fully insured in a manner reasonably satisfactory to the Collateral Agent; (iii) is sold by a vendor that (A) does not have a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory or (B) has delivered a Lien Waiver with respect to such Inventory (it being understood that any Inventory owned by a U.S. Loan Party that is shipped to a U.S. Loan Party from the Maquiladora facility or other Mexican facility then owned by a U.S. Loan Party or an Affiliate of a U.S. Loan Party (so long such shipping is arranged or controlled by a U.S. Loan Party or an Affiliate thereof) shall not be subject to this clause (iii)); (iv) is subject to purchase orders and other sale documentation satisfactory to the Collateral Agent, and title has passed to the applicable Loan Party; (v) is shipped by a common carrier that is not affiliated with the vendor and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; (vi) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien Waiver; and (vii) is in-transit for less than sixty (60) consecutive days.

“Eligible Inventory” means Inventory of the Loan Parties (other than any Excluded Subsidiaries) subject to the Lien of the Collateral Documents, the value of which shall be determined by taking into consideration, among other factors, the lowest of its cost and its book value determined in accordance with GAAP and excluding any portion of cost attributable to intercompany profit among the Loan Parties and their Affiliates; provided however that, subject to the ability of the Collateral Agent to establish other criteria of ineligibility in their Credit Judgment or modify the criteria established below, unless otherwise approved by the Collateral Agent in its Credit Judgment, none of the following classes of Inventory shall be deemed to be Eligible Inventory:

(a)    Inventory consisting of “perishable agricultural commodities” within the meaning of the Perishable Agricultural Commodities Act of 1930, or on which a Lien has arisen or may arise in favor of agricultural producers under any comparable Laws;

(b)    Inventory that is obsolete, unusable or otherwise unavailable for sale;

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(c)    Inventory consisting of promotional, marketing, packaging or shipping materials and supplies;

(d)    Inventory that fails to meet all standards imposed by any Governmental Authority having regulatory authority over such Inventory or its use or sale;

(e)    Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which the Borrowers or any of their Subsidiaries has received notice of a dispute in respect of any such agreement;

(f)    Inventory (i) with respect to the U.S. Borrowing Base, in-transit or located outside the United States, except (x) Eligible In-Transit Inventory; provided, that in no event shall Eligible In-Transit Inventory (other than pursuant to clause (a) of the definition thereof) constitute more than $20,000,000 of Eligible Inventory included in the Borrowing Base and (y) Eligible Mexico Inventory; provided, that no event shall Eligible Mexico Inventory plus any Eligible In-Transit Inventory being shipped from Mexico constitute more than $10,000,000 of Eligible Inventory included in the Borrowing Base; and (ii) with respect to the Canadian Borrowing Base, located outside of Canada or in-transit (except between Canadian Loan Parties);

(g)    Inventory that is located on premises owned, leased or rented by a customer of any Borrower, or is placed on consignment; provided, that Inventory placed on consignment with an aggregate book value of up to $15,000,000 shall consist of Eligible Inventory if such Inventory is clearly segregated from all Inventory of such customer, all UCC and PPSA filings deemed necessary or desirable by the Administrative Agent have been made, and a reasonably satisfactory Lien Waiver has been delivered to Administrative Agent by such customer;

(h)    Inventory with respect to which the representations and warranties set forth herein, in the U.S. Security Agreement and in the Canadian Security Agreement applicable to such Inventory are not correct;

(i)    Inventory in respect of which the U.S. Security Agreement or the Canadian Security Agreement, as applicable, after giving effect to the related filings of financing statements that have then been made, if any, does not or has ceased to create a valid and perfected first priority Lien or security interest in favor of the Administrative Agent, on behalf of the applicable Secured Parties, securing the applicable Obligations;

(j)    Inventory subject to any Lien securing any judgment; and

(k)    it is not either (i) otherwise acceptable to or (ii) subject to a reserve acceptable to, the Collateral Agent, in its Credit Judgment.

If the Collateral Agent deems Inventory ineligible in its Credit Judgment (and not based upon the criteria set forth above), then the Collateral Agent shall give the Borrower Agent two (2) Business Days’ prior notice thereof (unless an Event of Default exists, in which event no notice shall be required).

“Eligible Mexico Inventory” means, as of any date of determination thereof, without duplication of any other Eligible Inventory, Inventory of a U.S. Loan Party consisting of finished goods located at a Maquiladora facility or a facility owned by an Affiliate of a U.S. Loan party that otherwise would constitute Eligible Inventory but for the fact that such Inventory is not located in the United States; provided that the Administrative Agent shall establish other criteria of eligibility in its Credit Judgment.

“Eligible Receivables” means Accounts of the Loan Parties (other than any Excluded Subsidiaries) subject to the Lien of the Collateral Documents, the value of which shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been

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or could be claimed by the Account Debtor or any other Person; provided, however, that, for the avoidance of doubt, cash proceeds of any of the Accounts of the Loan Parties do not constitute Eligible Receivables; provided, further, that subject to the ability of the Collateral Agent to establish other criteria of ineligibility in its Credit Judgment or modify the criteria established below, unless otherwise approved by the Collateral Agent in its Credit Judgment, none of the following classes of Accounts shall be deemed to be Eligible Receivables:

(a)    Accounts that do not arise out of sales of goods or rendering of services in the ordinary course of the Borrowers’ or the relevant Subsidiaries’ business;

(b)    Accounts payable other than in Dollars or, in the case of Canadian Loan Parties, Dollars or Canadian Dollars, or that are otherwise on terms other than those normal or customary in the Borrowers’ or the relevant Subsidiaries’ business, except for up to the Dollar Equivalent of $12,000,00025,000,000 (in the aggregate, taken together with Eligible Foreign Receivables included under clause (j) of this definition) in Eligible Foreign Receivables;

(c)    Accounts arising out of a sale made or services rendered by any Borrower to a Subsidiary of any Borrower or an Affiliate of any Borrower or to a Person Controlled by an Affiliate of any Borrower (including any employees of such Borrower);

(d)    Accounts (i) more than 120 days past the original invoice date (other than (A) up to $6,000,000 of Accounts having extended payment terms which are acceptable to the Collateral Agent in its Credit Judgment and (B) Accounts in respect of which the account debtor has provided a letter of credit reasonably acceptable to the Collateral Agent) or (ii) more than 60 days past the original due date;

(e)    Accounts owing from any Person from which an aggregate amount of more than 5050.0% of the Accounts owing therefrom is more than 120 days past original invoice date or more than 60 days past the original date due;

(f)    Accounts owing from any Person that exceed 2020.0% of the net amount of all Eligible Receivables, but only to the extent of such excess;

(g)    Accounts owing from any Person that (i) has disputed liability for any Account owing from such Person or has been placed on credit hold due to past due balances or (ii) has otherwise asserted any claim, demand or liability against a Borrower or any of its Subsidiaries, whether by action, suit, counterclaim or otherwise;

(h)    Accounts owing from any Person that shall take or be the subject of any action or proceeding of a type described in Section 8.01(f);

(i)    Accounts (i) owing from any Person that is also a supplier to or creditor of a Borrower or any of its Subsidiaries unless such Person has waived any right of setoff in a manner acceptable to the Administrative Agent, (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Borrower or any of its Subsidiaries to discounts on future purchase therefrom, (iii) in respect of which the related invoice(s) has been reversed;

(j)    Accounts arising out of sales to account debtors outside the United States and Canada, except for up to the Dollar Equivalent of $12,000,00025,000,000 (in the aggregate, taken together with Eligible Foreign Receivables included under clause (b) of this definition) in Eligible Foreign Receivables, unless such Accounts are fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, acceptable to the Administrative Agent and such irrevocable letter of credit is in the possession of the Administrative Agent;

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(k)    Accounts arising out of sales on a xxxx-and-hold, cash in advance or cash on delivery payment terms, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return, setoff or charge back or Accounts representing any unapplied cash;

(l)    Accounts owing from an account debtor that is an agency, department or instrumentality of the United States or any state thereof or Canada or any province or territory thereof unless the applicable Borrower or its relevant Subsidiary shall have satisfied the requirements of the Assignment of Claims Act of 1940, or the Financial Administration Act (Canada) and any similar state, provincial or territorial legislation and the Administrative Agent is satisfied as to the absence of setoffs, counterclaims and other defenses on the part of such account debtor;

(m)    Accounts with respect to which the representations and warranties set forth herein, in the U.S. Security Agreement and in the Canadian Security Agreement applicable to such Accounts are not correct;

(n)    Accounts in respect of which the applicable Security Agreement, after giving effect to the related filings of financing statements that have then been made, if any, does not or has ceased to create a valid and perfected first priority lien or security interest in favor of the Administrative Agent, on behalf of the Secured Parties, securing the Obligations;

(o)    Accounts subject to any Lien securing any judgment;(p) Accounts relating to the third party billing arrangements with Nordyne, Inc.; and

(p)    (q) it is not either (a) otherwise acceptable to or (b) subject to a reserve acceptable to, the Collateral Agent, in its Credit Judgment.

If the Collateral Agent deems Accounts ineligible in its Credit Judgment (and not based upon the criteria set forth above), then the Collateral Agent shall give the Borrower Agent two (2) Business Days’ prior notice thereof (unless an Event of Default exists, in which event no notice shall be required).

“Environmental Laws” means any and all applicable federal, state, provincial, territorial, municipal, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, and the common law relating to pollution or the protection of the environment (including ambient air, indoor air, surface wastes, groundwater, land and subsurface strata), human health and safety as it relates to environmental protection and natural resources including those related to Release or threat of Release, or exposure to, or generation, storage, treatment, transport, handling, distribution or disposal of Hazardous Materials.

“Environmental Liability” means any liability or costs, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Specified U.S. Borrower, any other Loan Party or any of their respective Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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“Equity Investors” means the Management Shareholders and their respective Affiliates, Fidelity, Ares, Xxxxxxx Sachs Asset Management, L.P. and Capital Research and Management Company and Ares.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrowers 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” means (a) (i) the occurrence of a Reportable Event with respect to a Pension Plan or a Termination Event with respect to a Canadian Pension Plan or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Pension Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Pension Plan within the following 30 days; (b) a withdrawal by the Borrowers or any 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 the Borrowers or any 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) 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; (f) 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 the Borrowers or any ERISA Affiliate; (g) the withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan that is a multiple employer or other plan described in Section 4064(a) of ERISA during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (h) the conditions for imposition of a Lien under Section 303(k) of ERISA or other applicable Laws shall have been met with respect to any Pension Plan or the conditions for imposition of a Lien in respect of employer contributions due but not yet paid under other applicable Laws shall have been met with respect to any Canadian Pension Plan; or (i) a determination that any Pension Plan is in “at risk”, “endangered” or “critical” status (within the meaning of Section 303Sections 303, 304 and 305 of ERISA).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means, :

(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBORLondon Interbank Offered Rate (“BBA LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Reuters (oron the applicable Bloomberg screen page (or such other commercially available source providing such quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the rate for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

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provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that (i) to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Eurodollar Rate Loan” means a Revolving Credit Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Availability” means the sum of U.S. Excess Availability and Canadian Excess Availability.(a) the Line Cap minus (b) Total Outstandings.

“Excluded Accounts” has the meaning specified in the U.S. Security Agreement and/or the Canadian Security Agreement, as the context may require.

“Excluded Subsidiary” means, on any date, (a) any Subsidiary of the Specified U.S. Borrower (i) that, together with its Subsidiaries on a consolidated basis, has less than $1,000,0002,500,000 in total assets, (ii) the total assets of which, together with its Subsidiaries on a consolidated basis and all Excluded Subsidiaries as of such date, is less than $5,000,0007,500,000 and (iii) that does not have any Indebtedness (including by way of Guarantee) in respect of money borrowed other than Indebtedness hereunder and under the Term Loan Facility, Term Loan Incremental Equivalent Debt, the 2021 Senior Unsecured Notes, the 2018 Senior Unsecured Notes or Permitted Specified Indebtedness, Permitted Subordinated Debt, Permitted Acquired Debt or Indebtedness permitted by Section 7.03(b)(xviii) (or any Permitted Refinancing of any of the foregoing) (including by way of Guarantees in respect of the Revolving Credit Facility, the Term Loan Facility, Term Loan Incremental Equivalent Debt, the 2021 Senior Unsecured Notes, the 2018 Senior Unsecured Notes or Permitted Specified Indebtedness, Permitted Subordinated Debt, Permitted Acquired Debt or Indebtedness permitted by Section 7.03(b)(xviii)) (or any Permitted Refinancing of any of the foregoing) (it being understood, without limitation to the foregoing, that in no event shall any Subsidiary that provides a Guarantee of the Term Loan Facility, Term Loan Incremental Equivalent Debt, the 2021 Senior Unsecured Notes, the 2018 Senior Unsecured Notes or Permitted Specified Indebtedness, Permitted Subordinated Debt, Permitted Acquired Debt or Indebtedness permitted by Section 7.03(b)(xviii) (or any Permitted Refinancing of any of the foregoing) be an Excluded Subsidiary for purposes of Section 6.12) and, (b) solely for purposes of Section 6.12, Linear H.K. LLC (so long as Linear H.K. LLC is held directly or indirectly by a Foreign Subsidiary), (c) any Subsidiary that is prohibited by law, regulation or contractual obligation (which contractual obligation exists on the Fourth Amendment Effective Date or at the time of acquisition of such Subsidiary and not entered into in contemplation of such acquisition) from providing such Guarantee or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee and (d) any Subsidiary to the extent that the burden or cost of providing a Guarantee outweighs the benefit afforded thereby as reasonably determined by the Administrative Agent and the Specified U.S. Borrower (it being understood, without limitation to the foregoing, that in no event shall any Subsidiary that provides a Guarantee of Indebtedness incurred or outstanding pursuant to Section 7.03(a)(i), (a)(ii) or (a)(iii) be an Excluded Subsidiary for purposes of Section 6.12; provided, that any time any Subsidiary that would otherwise be an Excluded Subsidiary no longer provides a Guarantee of Indebtedness incurred or outstanding pursuant to any of Section 7.03(a)(i), (a)(ii) or (a)(iii) such Subsidiary shall be an Excluded Subsidiary for the purposes of Section 6.12 and shall be automatically released from its Guarantee of the Obligations).

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of a Borrower hereunder, (a) taxes imposed on or measured by its overall gross or net income (however denominated), and franchise taxes imposed on it (in lieu of gross or net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender or L/C Issuer, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any

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similar tax imposed by any other jurisdiction in which a Loan Party is located and (c) in the case of a Lender or L/C Issuer, any United States withholding tax or backup withholding tax (including, without limitation, any tax imposed on any “withholdable payment” payable to a recipient as a result of the failure of such recipient (or any financial institution acting on behalf of such Lender (and not any Borrower) through which any payment is made to such recipient) to satisfy the applicable requirements as set forth in FATCA after December 31, 2012) that (i) is required to be imposed on amounts payable to such Lender or L/C Issuer pursuant to the Laws in force at the time such Lender or L/C Issuer becomes a party hereto or designates a new Lending Office (other than an assignee pursuant to a request by the Borrower Agent under Section 11.13 and other than as assignee Lender pursuant to a CAM Exchange under Section 8.04), except to the extent that such Lender or L/C Issuer (or its assignor, if any) was entitled, at the time of the designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (ii) is attributable to such Lender’s or L/C Issuer’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e).Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 17 of the U.S. Guaranty and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to or for the account of a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender or the L/C Issuer, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender or the L/C Issuer, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender or the L/C Issuer with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender or the L/C Issuer acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Agent under Section 11.13) or (ii) such Lender or the L/C Issuer changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s or the L/C Issuer’s assignor immediately before such Lender or the L/C Issuer became a party hereto or to such Lender or the L/C Issuer immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) or 11.05(b)(viii) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Executive Order” has the meaning specified in Section 5.23(a).

“Existing Commitment” means a Revolving Credit Commitment of a Lender existing under the Existing Credit Agreement immediately prior to the Effective Date.

“Existing Credit Agreement” has the meaning specified in the Preliminary Statements hereto.

“Existing Lender” means each Lender under the Existing Credit Agreement holding an Existing Commitment.

“Existing Letters of Credit” means the letters of credit listed on Schedule 1.01 of the Existing Credit Agreement and outstanding on the Closing Date.

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“Extraordinary Receipt” means any proceeds of property or casualty insurance and condemnation awards (and payments in lieu thereof) relating to any ABL Priority Collateral of the Loan Parties and their respective Subsidiaries.

“Facility” means the U.S. Revolving Credit Facility and/or the Canadian Revolving Credit Facility, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor provisions that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any current or future agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements entered into in connection with the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreements.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” means (i) the Engagement Letter dated as of May 8, 2012 between Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated and the Specified U.S. Borrower and, (ii) the fee letter dated as of June 13, 2012 between the Administrative Agent and the Borrower.Specified U.S. Borrower, (iii) the Engagement Letter dated as of April 13, 2016 between Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated and the Specified U.S. Borrower and (iv) the fee letter dated as of April 13, 2016 between the Administrative Agent and the Specified U.S. Borrower.

“FILO Lender” means a Lender or Eligible Assignee under the FILO Tranche.

“Foreign L/C Issuer” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is acting in the capacity of an L/C Issuer.

“Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (including such a Lender when acting in the capacity of an L/C Issuer), with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Loan Party” means any Loan Party other than a U.S. Loan Party.

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, the Specified U.S. Borrower or any Subsidiary with respect to employees employed outside the United States.

“Foreign Subsidiary” means any direct or indirect Subsidiary of the Specified U.S. Borrower that is not a Domestic Subsidiary, and each Subsidiary of such Subsidiary.

“Fourth Amendment” means the Fourth Amendment to this Agreement dated as of May 9, 2016.

“Fourth Amendment Effective Date” means the date of satisfaction (or waiver) of the conditions precedent set forth in Section 5 of the Fourth Amendment.

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“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, the Specified U.S. Borrower, the Subsidiaries of the Specified U.S. Borrower listed on Schedule 6.12 and each other Subsidiary of the Specified U.S. Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranties” means the U.S. Guaranty and the Canadian Guarantee.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants regulated as such pursuant to any Environmental Law, including petroleum

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or petroleum distillates, asbestos or asbestos-containing materials, greenhouse gases, polychlorinated biphenyls, radon gas, mold, infectious or medical wastes.

“Hedge Bank” means any Person that, at the time it enters into a Swap Contract permitted under Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(a)    interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk;

(b)    commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and

(c)    foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“HMT” has the meaning specified in the definition of “Sanctions”.

“Honor Date” has the meaning specified in Section 2.03(b).

“Incremental Amendment” has the meaning specified in Section 2.16(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;

(c)    net obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are paid before the earlier of (i) 60 days past the date they are due or (ii) 180 days after their creation);

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity Interest valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)    all Guarantees of such Person in respect of any of the foregoing;

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provided that, “Indebtedness” shall not include any post-closing payment adjustments or earn-out, non-competition or consulting obligations existing on the Closing Date or incurred in connection with Investments permitted under Section 7.02(h), (n), (o) or (op), (ix) if such obligations are not required to be reflected as a liability on the balance sheet of the applicable Person (but only to the extent reflected in the liabilities section of the balance sheet as opposed to the footnotes thereto) or (iiy) if at the time of such Investment, the Specified U.S. Borrower was able to satisfy the tests in Section 7.02(h), (n), (o) or (op), as applicable, after giving pro forma effect to the maximum possible payment that could result from such adjustment, earn-out or other obligation as if paid on the date of consummation of such Investment (as certified to the Administrative Agent in reasonable detail by a Responsible Officer of the Borrower).

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes., imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Information Memorandum” means the information memorandum intended to be used by the Original Bookrunner in connection with the syndication of the Aggregate Commitments.

“Initial Lenders” means Bank of America, General Electric Capital Corporation, Xxxxx Fargo Capital Finance, LLC, Xxxxx Fargo Foothill Canada ULC and PNC Bank, National Association.

“Intellectual Property Security Agreement” means the U.S. Intellectual Property Security Agreement.

“Intercompany Note” means an intercompany note, substantially in the form of Exhibit I, executed by the Specified U.S. Borrower and each of its Subsidiaries and endorsed in blank by each of the U.S. Loan Parties.

“Intercreditor Agreement” means the Amended and Restated Lien Subordination and Intercreditor Agreement dated as of April 26, 2011,30, 2014, among the Administrative Agent, on behalf of the “ABL Secured Parties” (as defined therein), the administrative agent under the Term Loan Credit Agreement, on behalf of the “Term Loan Secured Parties” (as defined therein), the Specified U.S. Borrower and certain Subsidiaries of the Specified U.S. Borrower from time to time party thereto.

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan or BA Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan or a BA Rate Loan exceeds 90 days, the respective dates that fall every 30 days after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, Canadian Base Rate Loan, Canadian Prime Rate Loan or Swing Line Loan, the first Business Daycalendar day of each April, July, October and January and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan and BA Rate Loan, the period commencing on the date such Eurodollar Rate Loan or BA Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan or BA Rate Loan, and ending on the date 30, 60, 90 or 180 days thereafter, as selected by a Borrower in its

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Committed Loan Notice or such other period that is 365 days or less requested by a Borrower and consented to by all the Appropriate Lenders; provided that:

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)    no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Inventory” has the meaning specified in the UCC or the PPSA, as applicable, and shall include all goods intended for sale or lease by a Loan Party, or for display or demonstration; all work in process, all raw materials, and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing such goods or otherwise used or consumed in such Loan Party’s business (but excluding Equipment).

“Investment” means, as to any Person, any acquisition or investment by such Person in another Person, whether by means of (a) the purchase or other acquisition of Equity Interests of such other Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of such other Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but giving effect to any return of capital or prepayments or repayments of principal actually received by such Person with respect thereto.

“IP Rights” has the meaning specified in Section 5.17.

“IP Security Agreement Supplement” means a supplement delivered in connection with any U.S. Intellectual Property Security Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and a Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Judgment Currency” has the meaning specified in Section 1.08(b).11.19.

“Junior Financing” has the meaning specified in Section 7.14.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, federal, state, provincial, territorial, municipal and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the

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enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having the force of law.

“L/C Advance” a U.S. L/C Advance and/or a Canadian L/C Advance, as the context may require.

“L/C Borrowing” means a U.S. L/C Borrowing and/or a Canadian L/C Borrowing, as the context may require.

“L/C Credit Extension” means a U.S. L/C Credit Extension and/or a Canadian L/C Credit Extension, as the context may require.

“L/C Issuer” means any U.S. L/C Issuer and/or any Canadian L/C Issuer, as the context may require.

“L/C Obligations” means the U.S. L/C Obligations and/or the Canadian L/C Obligations, as the context may require.

“Lender” means a U.S. Lender and/or a Canadian Lender, as the context may require.

“Lending Office” means, as to any Lender or L/C Issuer, the office or offices of such Lender or L/C Issuer described as such in such Lender’s or L/C Issuer’s Administrative Questionnaire, or such other office or offices as asuch Lender or L/C Issuer may from time to time notify in writing the Borrowers and the Administrative Agent.

“Letter of Credit” means a U.S. Letter of Credit and/or a Canadian Letter of Credit, as the context may require.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means the U.S. Letter of Credit Sublimit and/or the Canadian Letter of Credit Sublimit, as the context may require.

“License” means any license or agreement under which a Loan Party is authorized to use IP Rights in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of property or any other conduct of its business.

“Licensor” means any Person from whom a Loan Party obtains the right to use any IP Rights.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, statutory or deemed trust, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Lien Waiver” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, by which: (a) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Administrative Agent to enter upon the premises and remove the Collateral or to use the premises for an agreed upon period of time to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any documents in its possession relating

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to the Collateral as agent for the Administrative Agent, and agrees to deliver the Collateral to the Administrative Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Administrative Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to the Administrative Agent upon request; and (d) for any Collateral subject to a Licensor’s IP Rights, the Licensor grants to the Administrative Agent the right, vis-à-vis such Licensor, to enforce the Administrative Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the IP Rights, whether or not a default exists under any applicable License.

“Line Cap” means, at any time, the least of (a) the aggregate Revolving Credit Commitments, (b) the Total Borrowing Base in effect at such time and (c) if the aggregate Revolving Credit Commitments are equal to or in excess of $400,000,000, the ABL Credit Cap.

“Loan” means a U.S. Loan and/or a Canadian Loan, as the context may require.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranties, (d) the Intercreditor Agreement, (e) the Collateral Documents, (f) the Fee Letters and (g) each Issuer Document; provided that, for purposes of determining the Obligations secured or Guaranteed, as applicable, under the Guaranties and Collateral Documents, “Loan Documents” shall be deemed to include the Secured Cash Management Agreements and the Secured Hedge Agreements.

“Loan Parties” means, collectively, each Borrower and each Guarantor.

“Management Shareholders” means the members of management of the Specified U.S. Borrower or its Subsidiaries who are investors, directly or indirectly, in the Specified U.S. Borrower as of the Closing Date.

“Mandatory Principal Payments” means (a) all regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding Indebtedness for borrowed money of any Borrower or Guarantor including, without limitation, regularly scheduled principal amortization payments under the Term Loan Facility and (b) 5050.0% of all mandatory principal payments or redemptions or similar acquisitions for value of outstanding Indebtedness for borrowed money of any Borrower incurred under SectionsSection 7.03(a)(i), 7.03(b)(xii), 7.03(b)(xiii) or 7.03(b)(xvii), in each case to the extent that such mandatory payments, redemptions or acquisitions for value are determined by reference to “excess cash flow” or “free cash flow” (or any similar formulation) of the Specified U.S. Borrower or any of its Subsidiaries (including, without limitation, payments made pursuant to Section 2.05(b)(iv) of the Term Loan Credit Agreement (or any successor provision thereto); but excluding, for the avoidance of doubt, mandatory prepayments determined by reference to proceeds received from financing or investing activities).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets or condition (financial or otherwise) of the Specified U.S. Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, taken as a whole, or of the ability of the Borrowers or any Guarantor, taken as a whole, to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower or any Guarantor of any Loan Document to which it is a party.

“Material Foreign Subsidiary” has the meaning specified in Section 6.12(d).

“Material Real Estate” means any parcel of real property that is fee owned by a U.S. Loan Party, other than (i) any parcel of real property (i) for which the greater of the cost and the book value is less than $2,500,000, or (ii) whichany parcel of real property that is subject to a Lien permitted by Section 7.01(j), (q) or (w) which prohibits the granting of a Lien to the Administrative Agent, (iii) the real property located at 000/000 XxXxxxxx Xxxxxx, Xxxxxx XX (existing Mortgage to be released) and (iv) 0000 Xxxxxxx Xxxx, Xxxxxx Xxxxx, XX.

“Maximum Rate” has the meaning specified in Section 11.09.

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“Maturity Date” means, with respect to each of the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility, the earlier of (a) June 13, 2017May 9, 2021 and (b) the acceleration of the Loans and the termination of the Revolving Credit Commitments in accordance with the Loan Documents; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning specified in Section 11.09.

“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Specified U.S. Borrower.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of applicable L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.17(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all LC Obligations under the applicable Facility, and (c) otherwise, an amount determined by the Administrative Agent and the applicable L/C Issuer in their sole reasonable discretion.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgages” means the deeds of trust, trust deeds, deeds to secure debt, and mortgages, in substantially the form of Exhibit H (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and otherwise in form and substance satisfactory to the Administrative Agent, covering the properties listed on Schedule 4.01(a)(vi) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12).

“Mortgage Policies” means fully paid American Land Title Association Lender’s Extended Coverage title insurance policies in form and substance, with endorsements (including zoning endorsements) and in amounts acceptable to the Administrative Agent in its reasonable discretion (such amount not to exceed the value of the property in cases where tie-in endorsements are available or, if not available, 1010.0% of the value of such property), issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, and with respect to any property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or, if not available, a zoning report from Planning and Zoning Resources Corporation, in each case satisfactory to the Administrative Agent in its reasonable discretion.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any 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 Cash Proceeds” means, with respect to any Disposition of ABL Priority Collateral by any Loan Party or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of (a) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (b) the sum of (i) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (ii) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such transaction and (iii) income and transfer Taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction in connection therewith (including pursuant to any tax sharing arrangement relating to combined, consolidated, unitary

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or similar tax returns to the extent that such income and transfer Taxes do not exceed the amount of Taxes attributable to such Person and its Subsidiaries determined as if such Person and its Subsidiaries filed separate tax returns); provided that, if the amount of any estimated Taxes pursuant to subclause (iii) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Disposition or (b) the disposition of any other assets by such Person or any of its Subsidiaries (other than in the ordinary course of business) or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; (2) any extraordinary or nonrecurring gains, losses or charges, together with any related provision for taxes on such gain, loss or charge; (3) all adjustments resulting from “fresh start accounting” with respect to the Transactions, including depreciation and amortization expense and adjustments to inventory and fees and expenses and other charges paid or recorded; and (4) all cash and non-cash restructuring charges, gains and losses of the Borrowers incurred in connection with the Transactions, including (i) any fees, expenses or charges related to or arising from the restructuring of the Borrowers in connection with the Cases, including, without limitation, all fees, expenses or charges incurred or reimbursed by the Borrowers (including those of the Borrowers, the informal committees of holders of the Borrowers’ public indebtedness, the committee appointed to represent the interests of equity holders in the Cases, any witnesses retained by the Borrowers in the Cases and the respective legal and financial advisors of such parties), whether incurred in connection with the planning, negotiation, structuring or implementation of the Approved Plan of Reorganization, and whether incurred prior to the petition date of the Cases, during the pendency of the Cases or after the effective date of the Cases, and (ii) any severance, relocation and transition costs, together with any related provision for Taxes on such gains, losses, charges, fees, expenses and costs, in each case incurred in connection with the Transactions; provided that, for the avoidance of doubt, clause (4) shall not exclude any cash restructuring charges (including severance costs) incurred in connection with the ongoing business of the Specified U.S. Borrower and its Subsidiaries which are not related to the Transactions.

“NOLV Percentage” means the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of the Loan Parties’ Inventory performed by an appraiser and on terms satisfactory to the Administrative Agent.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

“Non-Continuing Lender” means each Existing Lender that is not an Amended and Restated Lender.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Excluded Parties” means the Loan Parties and their Subsidiaries, in each case excluding Excluded Subsidiaries and Foreign Subsidiaries that are not Canadian Subsidiaries (provided that Canadian Subsidiaries shall not be so excluded prior to the Canadian Facility Effective Date).

“Non-Extension Notice Date” has the meaning specified in Section 2.03(a)(iii).

“Note” means a U.S. Revolving Credit Note and/or a Canadian Revolving Credit Note, as the context may require.

“Not Otherwise Applied” means, with reference to any amount of net cash proceeds of any transaction or event, that such amount (a) was not required to be applied to prepay the Term Loan Facility and (b) was not previously applied in determining the permissibility of a transaction (including, without limitation, the making of an Investment,

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Restricted Payment, capital expenditure or refinancing of Junior Financing) under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means the U.S. Obligations and the Canadian Obligations.

“OFAC” has the meaning specified in Section 5.23(b)(v).means the Office of Foreign Assets Control of the United States Department of Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Bookrunner” means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated.

“Original Credit Agreement” means the Credit Agreement, dated as of May 20, 2008, among the Borrowers, Bank of America, N.A., as administrative agent and the lender parties and other agents party thereto.

“Original Currency” has the meaning specified in Section 11.19.Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction (or any political subdivision thereof) imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary taxes or any other excise, property, intangible, mortgage recording or similar taxes, charges, filing or similar levies arisingTaxes that arise from any payment made hereunder or under any other Loan Document or, from the execution, delivery or, performance, enforcement ofor registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to Revolving Credit Loans and Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and/or Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by a Borrower of Unreimbursed Amounts.

“Overadvance” means a U.S. Overadvance and/or a Canadian Overadvance, as the context may require.

“Overadvance Loan” means a U.S. Overadvance Loan and/or a Canadian Overadvance Loan, as the context may require.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, each applicable L/C Issuer or the applicable Swing Line Lender, as the case may be, in accordance with banking industry rules on

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interbank compensation, and (b) with respect to any amount denominated in Canadian Dollars, the rate of interest per annum at which overnight deposits in Canadian Dollars, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by the Bank of Canada in the Canadian interbank market for Canadian Dollars to major banks in such interbank market.

“Pari Passu Bank Product Obligations” means Obligations in respect of any Bank Product with respect to which a Bank Product Reserve has been established; provided that (a) Obligations under any Bank Product shall only constitute Pari Passu Bank Product Obligations if (i) at the time the Bank Product Amount is designated in respect of such Bank Product in accordance with Section 9.11(b), (A) no Default or Event of Default shall have occurred and be continuing (provided that, upon the cure or waiver of all Defaults or Events of Default hereunder in accordance with the terms hereof, the Borrower Agent shall be deemed to have re-designated a Bank Product Amount in respect of such Obligations in accordance with Section 9.11(b)) and (B) no Overadvance shall exist or would result from the establishment of a Bank Product Reserve in the amount of such Obligations and (ii) at each time of determination, the Hedge Bank or Cash Management Bank, as the case may be, providing such Bank Product is a Lender or an Affiliate of a Lender; and provided further that in no event shall Obligations under any Bank Product constitute Pari Passu Bank Product Obligations to the extent that such Obligations exceed the Bank Product Reserve established in respect thereof. For purposes of this definition, any increase in the Bank Product Amount in respect of any Bank Product from the Bank Product Amount initially designated in accordance with Section 9.11(b) shall be treated as a separate Bank Product Amount designated in respect of such Bank Product to the extent of such increase.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Payment Conditions” means, with respect to any payment or Disposition, (a) no Default shall have occurred and be continuing at the time thereof or would result therefrom and (b) either (i) (x) on a pro forma basis after giving effect thereto and for the 30-day period immediately prior thereto, ExcessSpecified Availability is at least 17.515.0% of the Total Borrowing BaseLine Cap and (y) on a pro forma basis after giving effect thereto, the Specified U.S. Borrower’s Consolidated Fixed Charge Coverage Ratio shall be at least 1.1:1.01.00:1.00 or (ii) on a pro forma basis after giving effect thereto and for the 30-day period immediately prior thereto, ExcessSpecified Availability is at least 27.520.0% of the Total Borrowing BaseLine Cap.

“Payment Item” means each check, draft or other item of payment payable to a Loan Party, including those constituting proceeds of any Collateral.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Plans and set forth in Sections 412, 430, 431 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means 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 Borrower or any ERISA Affiliate or to which any Borrower or any 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 immediately preceding five plan years. For greater certainty, “Pension Plan” does not include any Canadian Pension Plan.

“Perfection Certificate” shall meanmeans certificates in the form of Exhibit M-1 or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall meanmeans a perfection certificate supplement in form and substance reasonably satisfactory to the Administrative Agent.

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“Permitted Acquired Debt” has the meaning specified in Section 7.03(b)(xvii).

“Permitted Acquisition” has the meaning specified in Section 7.02(h).

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted Equity Issuance” means any sale or issuance of any Equity Interests (other than Disqualified Equity Interests) of the Specified U.S. Borrower (or capital contributions in respect thereof) to the extent permitted hereunder.

“Permitted Factoring Facility” means a sale or sales pursuant to a factoring arrangement of certain Accounts (the “Factored Accounts”) from one or more Account Debtors (the “Factored Account Debtors”), in each case, pursuant to an agreement and related documents (collectively, the “Factoring Documents”) approved by the Administrative Agent in writing (which approval shall not be unreasonably withheld, delayed or conditioned), which Factoring Documents, to the extent reasonably requested by the Administrative Agent, are subject to an intercreditor agreement in form and substance acceptable to the Administrative Agent; provided that (a) each such sale shall be on a non-recourse basis (except with respect to customary representations and warranties, covenants and indemnities made in connection with such facilities), the aggregate amount of Accounts sold pursuant to all such sales shall not exceed $25,000,000 in any fiscal year and the purchase price shall be at least 85% of the net value of the Factored Accounts, (b) both before and after giving effect to any sale thereunder, no Default or Event of Default shall have occurred and be continuing, (c) any Accounts owing from the Factored Account Debtors shall not be included in the applicable Borrowing Base and all payments on or proceeds of the Factored Accounts (other than amounts to be paid or remitted to the U.S. Specified Borrower by the factor) shall not be commingled with ABL Priority Collateral or deposited in any Deposit Account of a Loan Party, (d) no Liens shall be granted in favor of a factor except on Factored Accounts being purchased by such factor and proceeds and products thereof (other than amounts to be paid or remitted to the U.S. Specified Borrower by the factor), and (e) the U.S. Specified Borrower has provided to Administrative Agent certified true copies of all material Factoring Documents (or other material documents delivered in connection therewith), and a new Borrowing Base Certificate giving effect to such sale.

“Permitted Refinancing” means, with respect to any Person, any modification, amendment, restatement, amendment and restatement, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, amendment, restatement, amendment and restatement, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder (to the extent such commitments could be drawn at the time of such refinancing in compliance with this Agreement) or as otherwise permitted pursuant to Section 7.03, (b) such modification, amendment, restatement, amendment and restatement, refinancing, refunding, renewal or extension (A) has a final maturity date (i) that occurs at least 181 days after the Maturity Date or (ii) that is equal to or later than the final maturity date of the Indebtedness being modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended, (B) has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended and (C) has no scheduled amortization or payments of principal prior to 181 days after the Maturity Date or, if the Indebtedness being modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended is subject to scheduled amortization or payments of principal, prior to any such scheduled amortization or payments of principal, (c) if the Indebtedness being modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, amendment, restatement, amendment and restatement, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended, (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended Indebtedness are not materially, taken as a whole, less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being

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modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended or are on market terms for similar issuances at the time of such modification, amendment, restatement, amendment and restatement, refinancing, refunding, renewal or extension (provided that a certificate of a Responsible Officer of the Specified U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Specified U.S. Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (d), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Specified U.S. Borrower of its objection during such three Business Days period), (e) such modification, amendment, restatement, amendment and restatement, refinancing, refunding, renewal or extension is incurred and/or guaranteed by only the Persons who are the obligors on the Indebtedness being modified, amended, restated, amended and restated, refinanced, refunded, renewed or extended, and (f) at the time thereof, no Default shall have occurred and be continuing; and provided further that, in connection with any Permitted Refinancing with respect to which the Intercreditor Agreement is amended, supplemented or otherwise modified, such amendments, supplements or other modifications shall be reasonably satisfactory to the Administrative Agent.

“Permitted Seller Notes” has the meaning specified in Section 7.03(b)(xvii).

“Permitted Specified Indebtedness” means unsecured Indebtedness consisting of notes under indentures or similar instruments; provided that: (a) (i) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is six months after the Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees and other terms of such Indebtedness are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any applicable negative covenants shall be incurrence-based) and in any event, when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Specified U.S. Borrower and the Subsidiaries than those set forth in this Agreement (provided that a certificate of a Responsible Officer of the Specified U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Specified U.S. Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (ii), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Specified U.S. Borrower of its objection during such one Business Day period); (b) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default shall have occurred and be continuing; and (c) the Administrative Agent shall have received a certificate from a Responsible Officer of the Specified U.S. Borrower, dated as of the date of incurrence of such Indebtedness, certifying as to compliance with this definition.

“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Specified U.S. Borrower that (a) is expressly subordinated to the prior payment in full in cash of the Obligations on terms and conditions (i) no less favorable to the Lenders than the terms and conditions customary for senior subordinated debt securities of comparable issuers issued in the capital markets at such time and placed by nationally recognized investment banks, in each case as reasonably determined by the Collateral Agent or (ii) reasonably acceptable to the Collateral Agent, (b) will not mature prior to the date that is six months after the Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (d) of this definition), (c) has no scheduled amortization or payments of principal prior to the Maturity Date and (d) has covenant, default and remedy provisions no more restrictive, or mandatory prepayment, repurchase or redemption provisions no more onerous or expansive in scope, than provisions (i) customary for senior subordinated debt securities of comparable issuers issued in the capital markets at such time and placed by nationally recognized investment banks, in each case as reasonably determined by the Collateral Agent or (ii) reasonably acceptable to the Collateral Agent; provided any such Indebtedness shall constitute Permitted Subordinated Indebtedness only if both before and after giving effect to the issuance or incurrence thereof, no Default or Event of Default shall have occurred and be continuing.

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“Permitted Term Loan Incremental Amount” means an amount equal the amount of additional Incremental Loans (as defined in the Term Loan Credit Agreement) permitted to be incurred under Section 2.15 of the Term Loan Credit Agreement (as in effect on the Fourth Amendment Effective Date).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. For greater certainty, “Plan” does not include any Canadian Benefit Plan or Canadian Pension Plan.

“Platform” has the meaning specified in Section 6.02.

“Pledged Debt” means any pledged “Pledged Debt” defined in any Security Agreement and all other indebtedness from time to time owed to the Loan Parties (including, without limitation, all promissory notes or instruments, if any, evidencing such indebtedness) and required to be pledged by the Loan Parties pursuant to the Loan Documents.

“Pledged Equity” means any pledged “Pledged Equity” defined in any Security Agreement and all other Equity Interests from time to time acquired, owned or held by the Loan Parties (including, without limitation, the certificates, if any, representing such Equity Interests) and required to be pledged by the Loan Parties pursuant to the Loan Documents.

“PPE Financing” means any financing of equipment, Capitalized Lease or purchase money debt, in each case that is not secured by any ABL Priority Collateral and that would be permitted by Section 7.03(b)(vi) (but without giving effect to the proviso thereto).

“PPSA” means the Personal Property Security Act of Ontario; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the PPSA as in effect in a Canadian jurisdiction other than Ontario, or the Civil Code of Quebec, “PPSA” means the Personal Property Security Act as in effect from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Pricing Compliance Certificate” means (a) with respect to the first three fiscal quarters of each fiscal year, a Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.02(b) (together with the financial statements required to be delivered to the Administrative Agent pursuant to Section 6.01(b)) and (b) with respect to the fiscal quarter ending December 31 of each fiscal year, a duly completed certificate of a Responsible Officer of the Specified U.S. Borrower delivered to the Administrative Agent not later than March 31 of the immediately following fiscal year certifying the calculations demonstrating the Consolidated Total Leverage Ratio as of fiscal quarter ending December 31 for such preceding fiscal year (it being agreed that the Specified U.S. Borrower shall be under no obligation to provide such Pricing Compliance Certificate for the fourth fiscal quarter of any fiscal year and that, if not delivered, no pricing reduction shall result therefrom).

“Protective Advance” has the meaning specified in Section 2.01(g).

“Public Lender” has the meaning specified in Section 6.02.

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 11.06(c).

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means disposing, discharging, injecting, spilling, leaking, leaching, dumping, emitting, escaping, seeping, or placing into the environment.

“Rent and Charges Reserve” means (a) with respect to the U.S. Borrowing Base, the aggregate of (i) all past due rent and other amounts owing by a U.S. Loan Party to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Eligible Inventory or could assert a Lien on any Eligible Inventory and (ii) a reserve equal to two months’ rent that could be payable to any such Person, unless such Person has executed a Lien Waiver and (b) with respect to the Canadian Borrowing Base, the aggregate of (i) all past due rent and other amounts owing by a Canadian Loan Party to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Eligible Inventory or could assert a Lien on any Eligible Inventory and (ii) a reserve equal to two months’ rent that could be payable to any such Person, unless such Person has executed a Lien Waiver; provided that, in the case of the foregoing clauses (a)(ii) and (b)(ii), unless an Event of Default has occurred and is continuing, notwithstanding the absence of any Lien Waiver, such reserve shall be taken solely to the extent that (x) the value of the Eligible Inventory possessed by such Person or that may be subject to a Lien asserted by such Person exceeds $1,000,000 or (y) the aggregate value of the Eligible Inventory possessed by any and all of such Persons or that may be subject to a Lien asserted by any and all of such Persons exceeds $5,000,000.

“Reportable Event” means 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.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Canadian Lenders” means, as of any date of determination, Canadian Revolving Credit Lenders holding more than 5050.0% of the sum of the (a) Total Canadian Outstandings (with the aggregate amount of each Canadian Revolving Credit Lender’s risk participation and funded participation in Canadian L/C Obligations and Canadian Swing Line Loans being deemed “held” by such Canadian Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Canadian Revolving Credit Commitments; provided that the unused Canadian Revolving Credit Commitment of, and the portion of the Total Canadian Outstandings held or deemed held by, any Defaulting Lender and any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Canadian Lenders.

“Required Initial Lenders” means the Initial Lenders holding more than 75% of the commitments for the Facilities provided under the Commitment Letter.

“Required Lenders” means, as of any date of determination, Lenders holding more than 5050.0% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Appropriate Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender and any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Lenders.

“Required U.S. Lenders” means, as of any date of determination, U.S. Revolving Credit Lenders holding more than 5050.0% of the sum of the (a) Total U.S. Outstandings (with the aggregate amount of each U.S. Revolving Credit Lender’s risk participation and funded participation in U.S. L/C Obligations and U.S. Swing Line Loans being deemed “held” by such U.S. Revolving Credit Lender for purposes of this definition) and (b) aggregate unused U.S. Revolving Credit Commitments; provided that the unused U.S. Revolving Credit Commitment of, and

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the portion of the Total U.S. Outstandings held or deemed held by, any Defaulting Lender and any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required U.S. Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer or other officer or employee of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer or other officer or employee shall be conclusively presumed to have acted on behalf of such Loan Party. and not in such person’s individual capacity.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Credit Borrowing” means a U.S. Revolving Credit Borrowing and/or a Canadian Revolving Credit Borrowing, as the context may require.

“Revolving Credit Commitment” means a U.S. Revolving Credit Commitment and/or a Canadian Revolving Credit Commitment, as the context may require.

“Revolving Credit Facility” means the U.S. Revolving Credit Facility and/or the Canadian Revolving Credit Facility, as the context may require.

“Revolving Credit Lender” means a U.S. Revolving Credit Lender and/or a Canadian Revolving Credit Lender, as the context may require.

“Revolving Credit Loan” has a U.S. Revolving Credit Loan and/or a Canadian Revolving Credit Loan, as the context may require.

“Revolving Credit Note” means a U.S. Revolving Credit Note and/or a Canadian Revolving Credit Note, as the context may require.

“Royalties” means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

“S&P” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.Standard & Poor’s Financial Services LLC business, and any successor thereto.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means the Second Amendment to this Agreement dated as of June 13, 2012.

“Second Amendment Effective Date” means the date of satisfaction (or waiver) of the conditions precedent set forth in Section 2 of the Second Amendment.

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“Second Currency” has the meaning specified in Section 11.19.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between a Loan Party and any Cash Management Bank.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VI or VII that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Parties” means the U.S. Secured Parties and the Canadian Secured Parties.

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means the U.S. Security Agreement and/or the Canadian Security Agreement, as the context may require.

“Security Agreement Supplement” means a supplement delivered in connection with any Security Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Securities Account Control Agreement” has the meaning specified in the U.S. Security Agreement and/or the Canadian Security Agreement, as the context may require.

“Senior Secured Notes” means the senior secured notes of the Specified U.S. Borrower in an aggregate principal amount as of the Effective Date of $753,333,333 plus any additional principal amounts thereunder arising from the capitalization of interest thereon pursuant to the Approved Plan of Reorganization, issued pursuant to the Senior Secured Notes Documents and any exchange notes issued in exchange therefor, in each case, pursuant to the Senior Secured Notes Indenture.

“Senior Secured Notes Documents” means the Senior Secured Notes Indenture, the Senior Secured Notes and all other agreements, instruments and other documents pursuant to which the Senior Secured Notes have been or will be issued or otherwise setting forth the terms of the Senior Secured Notes.

“Senior Secured Notes Indenture” means the Indenture, dated as of December 17, 2009, among the Specified U.S. Borrower, as “Issuer” and U.S. Bank National Association, as Trustee.

“Senior Unsecured Notes” means the 2018 Senior Unsecured Notes and the 2021 Senior Unsecured Notes.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Availability” means at any time the sum of (a) Excess Availability plus (b) if the Borrowing Base exceeds the aggregate Revolving Credit Commitments, an amount equal to the lesser of (i) the applicable Specified Availability Percentage multiplied by the aggregate Revolving Credit Commitments and (ii) an amount equal to the Borrowing Base minus the aggregate Revolving Credit Commitments.

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“Specified Availability Percentage” means (a) in the case of (i) Applicable Conditions and Payment Conditions that do not require Consolidated Fixed Charge Coverage Ratio compliance and (ii) field examination and appraisal requirements, 5.0%, and (b) otherwise, 2.5%.

“Specified Issuance Proceeds” means the net cash proceeds of (a) Permitted Equity Issuances, (b) the issuance of Permitted Subordinated Indebtedness by the Specified U.S. Borrower, in each case held in a segregated account pending application in accordance with the terms of this Agreement and (c) the incurrence of Permitted Specified Indebtedness by the Specified U.S. Borrower.

“Specified U.S. Borrower” has the meaning specified in the introductory paragraph hereto.

“Solidary Claim” has the meaning specified in Section 9.01(c).

“Spot Rate” means the exchange rate, as determined by the Administrative Agent, that is applicable to conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by the Administrative Agent) as of the end of the preceding business day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding business day in the Administrative Agent's principal foreign exchange trading office for the first currency.

“Subordination Provisions” has the meaning specified in Section 8.01(m).

“Subsidiary” of a Person means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership, joint venture, or limited liability company) of which more than 5050.0% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (b) any partnership, joint venture or limited liability company of which (i) more than 5050.0% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) such Person or any Subsidiary of such Person is a Controlling general partner or otherwise Controls such entity. Unless otherwise specified, all references herein to a “Subsidiary” or “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Specified U.S. Borrower.

“Supermajority Lenders” means, as of any date of determination, Lenders holding more than 66 2/3% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Appropriate Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender and any Affiliated Lender shall in each case be excluded for purposes of making a determination of Supermajority Lenders.

“Supplemental Collateral Agent” has the meaning specified in Section 9.05(a).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any Master Agreement (as defined below), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International

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Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a U.S. Swing Line Borrowing and/or a Canadian Swing Line Borrowing, as the context may require.

“Swing Line Lender” means the U.S. Swing Line Lender and/or the Canadian Swing Line Lender, as the context may require.

“Swing Line Loan” means a U.S. Swing Line Loan and/or a Canadian Swing Line Loan, as the context may require.

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(A)(b) or 2.04(B)(b), which, if in writing, shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Agent.

“Swing Line Sublimit” means the U.S. Swing Line Sublimit and/or the Canadian Swing Line Sublimit, as the context may require.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, remittances, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Event” means (a) the whole or partial withdrawal of any Canadian Loan Party from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of intent to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee

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appointed to administer a Canadian Pension Plan; or (d) any other event or condition which constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Canadian Pension Plan.

“Term Loan Credit Agreement” means the Amended and Restated Credit Agreement, dated as of April 26, 2011,30, 2014, among the Specified U.S. Borrower, the financial institutions from time to time party thereto, UBS AG, Stamford Branchand Xxxxx Fargo Bank, National Association, as administrative agent and collateral agent, and UBS Securities LLC, as lead arranger and bookrunner.

“Term Loan Facility” means the senior secured term loan facility under the Term Loan Credit Agreement, as amended, modified, renewed, refunded, replaced, restated, substituted or refinanced in whole or in part from time to time (including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders), in each case to the extent that any such amendment, modification, renewal, refunding, replacement, restatement, substitution or refinancing is permitted hereunder.

“Term Loan Facility Documents” means the Term Loan Credit Agreement and all other agreements, instruments and other documents pursuant to which the Term Loan Facility has been or will be issued or otherwise setting forth the terms of the Term Loan Facility.

“Term Loan Incremental Equivalent Debt” means the Incremental Equivalent Debt as defined in the Term Loan Credit Agreement and to the extent permitted to be incurred under Section 7.03(m) of the Term Loan Credit Agreement (in each case, as in effect on the Fourth Amendment Effective Date).

“Term Loan Reserve” means, as of any date of determination, an amount equal to the greater of (a) zero and (b) the aggregate amount of the outstanding principal, interest and other amounts owing under the Term Loan Facility less $75,000,000.

“Term Priority Collateral” means the “Term Priority Collateral” (as defined in the Intercreditor Agreement.

“Threshold Amount” means $50,000,000.

“Total Borrowing Base” means the sum of the U.S. Borrowing Base and the Canadian Borrowing Base.

“Total Canadian Outstandings” means the aggregate Outstanding Amount of all Canadian Loans and all Canadian L/C Obligations.

“Total Canadian Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Canadian Revolving Credit Loans, Canadian Swing Line Loans and Canadian L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total U.S. Outstandings” means the aggregate Outstanding Amount of all U.S. Loans and all U.S. L/C Obligations.

“Total U.S. Revolving Credit Outstandings” means the aggregate Outstanding Amount of all U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations.

“Transactions” means, collectively, (a) the events and circumstances giving rise to, and the commencement and administration of, the Cases, the confirmation of the Approved Plan of Reorganization and the

49

consummation of each of the transactions contemplated thereby to occur on the “Effective Date” (as defined therein) thereof, (b) the execution and effectiveness of the Loan Documents, (c) on the Closing Date, the making of Loans and extension of Revolving Credit Commitments by the Lenders hereunder, (d) the repayment of all Indebtedness under the Existing Credit Agreement and termination of all commitments thereunder, and (e) the payment of all fees, costs and expenses in respect of, and to the extent permitted by, the foregoing.

“Trustee” means U.S. Bank National Association, in its capacity as trustee under the Senior Secured Notes Indenture.

“Type” means, with respect to a Loan, its character as a Base Rate Loan, Canadian Base Rate Loan, Canadian Prime Rate Loan, BA Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(b)(i).

“U.S. Account Control Agreements” means, collectively, the Control Agreements entered into by the U.S. Loan Parties in favor of the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent.

“U.S. ABL Priority Collateral” means ABL Priority Collateral that is U.S. Collateral.

“U.S. Available Cash” means, at any time, unrestricted cash collateral of the Specified U.S. Borrower or any other U.S. Loan Party that (a) does not consist of proceeds of accounts receivable that are otherwise included at such time in the calculation of the U.S. Borrowing Base and (b) is pledged to the Administrative Agent and held in Cash Collateral Accounts at the Administrative Agent. In no event shall any Specified Issuance Proceeds be classified as U.S. Available Cash.

“U.S. Borrowers” means the Specified U.S. Borrower, the Subsidiaries of the Specified U.S. Borrower listed on the signature pages to this Agreement as “Borrowers” and each Domestic Subsidiary that becomes a “Guarantor” hereunder after the Closing Date.

“U.S. Borrowing Base” means, on any date of determination, an amount (calculated based on the most recent Borrowing Base Certificate delivered to the Administrative Agent in accordance with this Agreement) equal to:

(a) the sum of:

(i) 8585.0% of the value of the Eligible Receivables of the U.S. Borrowers (other than any Excluded Subsidiaries);

(ii) 8585.0% of the NOLV Percentage of the value of the Eligible Inventory of the U.S. Borrowers (other than any Excluded Subsidiaries); and

(iii) 100% of U.S. Available Cash up to $35,000,000 (less, if applicable, the amount of Canadian Available Cash included in the calculation of the Canadian Borrowing Base at such time);

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minus

(b) the Availability Reserve to the extent attributable to the U.S. Borrowers in the Collateral Agent’s Credit Judgment on such date, provided that, after the Closing Date, the Collateral Agent may adjust the apportionment of the Availability Reserve between the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility in its Credit Judgment.

“U.S. Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is a U.S. Lender or an Affiliate of a U.S. Lender, in its capacity as a party to such Cash Management Agreement, in each case in respect of services provided under such Cash Management Agreement to a U.S. Loan Party or any Subsidiary thereof.

“U.S. Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the U.S. Collateral Documents and all of the other property that is or is intended under the terms of the U.S. Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the U.S. Secured Parties.

“U.S. Collateral Documents” means, collectively, the U.S. Security Agreement, the U.S. Intellectual Property Security Agreement, the Mortgages, the U.S. Account Control Agreements, each of the mortgages, collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the U.S. Secured Parties.

“U.S. Commitment Increase Lender” has the meaning specified in Section 2.16(b).

“U.S. Excess Availability” means, at any time, the difference between (a) the lesser of (i) (A) the U.S. Revolving Credit Facility and (ii) the U.S. Borrowing Base at such time, as determined from the most recent Borrowing Base Certificate delivered by the Borrower Agent to the Administrative Agent pursuant to Section 6.01(f) hereof minus (b) the Total U.S. Revolving Credit Outstandings.

“U.S. Guaranty” means, collectively, the Guarantees made by the Specified U.S. Borrower and the U.S. Subsidiary Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F-1, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

“U.S. Hedge Bank” means any Hedge Bank that is party to a U.S. Secured Hedge Agreement.

“U.S. Intellectual Property Security Agreement” means an intellectual property security agreement, in substantially the form of Exhibit B to the U.S. Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12).

“U.S. L/C Advance” means, with respect to each U.S. Revolving Credit Lender, such Lender’s funding of its participation in any U.S. L/C Borrowing in accordance with its Applicable Percentage.

“U.S. L/C Borrowing” means an extension of credit resulting from a drawing under any U.S. Letter of Credit which has not been reimbursed on the date when made or refinanced as a U.S. Revolving Credit Borrowing.

“U.S. L/C Credit Extension” means, with respect to any U.S. Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“U.S. L/C Issuer” means Bank of America in its capacity as issuer of U.S. Letters of Credit hereunder, any successor thereto in such capacity or any other Lender (or any Affiliate of a Lender) that has agreed to act in such capacity.

“U.S. L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of U.S.

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Letters of Credit, including all U.S. L/C Borrowings. For purposes of computing the amount available to be drawn under any U.S. Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a U.S. Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“U.S. Lender” means each financial institution listed on Schedule 2.01 as a “U.S. Revolving Credit Lender”, as well as any Person that becomes a “U.S. Revolving Credit Lender” hereunder pursuant to Section 2.16 or 11.06 and, as the context requires, includes the U.S. Swing Line Lender.

“U.S. Letter of Credit” means any commercial or standby letter of credit issued under the U.S. Revolving Credit Facility and shall include the Existing Letters of Credit.

“U.S. Letter of Credit Sublimit” means an amount equal to $60,000,000. The U.S. Letter of Credit Sublimit is part of, and not in addition to, the U.S. Revolving Credit Facility.

“U.S. Loan” means an extension of credit by a U.S. Lender to the Specified U.S. Borrower under Article II in the form of a U.S. Revolving Credit Loan or a U.S. Swing Line Loan.

“U.S. Loan Party” means any Loan Party that is organized under the laws of one of the states of the United States of America and that is not a CFC.

“U.S. Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any U.S. Loan Party (and solely with respect to obligations under U.S. Secured Cash Management Agreements or U.S. Secured Hedge Agreements, any Subsidiary of a U.S. Loan Party) arising under any Loan Document or otherwise with respect to any U.S. Loan, U.S. Letter of Credit, or, subject to Section 9.11(b), U.S. Secured Cash Management Agreement or U.S. Secured Hedge Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any U.S. Loan Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the U.S. Obligations shall exclude any Excluded Swap Obligations.

“U.S. Overadvance” has the meaning specified in Section 2.01(e).

“U.S. Overadvance Loan” means a U.S. Revolving Credit Loan made when an Overadvance exists or is caused by the funding thereof.

“U.S. Payment Account” means the account of the Administrative Agent to which all monies constituting proceeds of U.S. Collateral shall be transferred from time to time.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Protective Advance” has the meaning specified in Section 2.01(g).

“U.S. Revolving Credit Borrowing” means a borrowing consisting of simultaneous U.S. Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the U.S. Revolving Credit Lenders.

“U.S. Revolving Credit Commitment” means, as to each U.S. Revolving Credit Lender, its obligation to (a) make U.S. Revolving Credit Loans to the Specified U.S. Borrower pursuant to Section 2.01(a), (b) purchase participations in U.S. L/C Obligations, and (c) purchase participations in U.S. Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on

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Schedule 2.01 under the caption “U.S. Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption 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; provided, that at any time that the Total Canadian Revolving Credit Outstandings exceed 100% of the Canadian Revolving Credit Commitments, the U.S. Revolving Credit Commitments shall be temporarily reduced by the amount of such excess until such excess is reduced to zero.

“U.S. Revolving Credit Exposure” means, with respect to any U.S. Revolving Credit Lender at any time, the Outstanding Amount of such Lender’s U.S. Revolving Credit Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of U.S. L/C Obligations with respect to U.S. Letters of Credit plus such Lender’s Applicable Percentage of the Outstanding Amount of U.S. Swing Line Loans.

“U.S. Revolving Credit Facility” means, at any time, the aggregate amount of the U.S. Revolving Credit Lenders’ U.S. Revolving Credit Commitments at such time.

“U.S. Revolving Credit Lender” means, at any time, any Lender that has a U.S. Revolving Credit Commitment at such time.

“U.S. Revolving Credit Loan” has the meaning specified in Section 2.01(a) and shall be deemed to include any U.S. Overadvance Loan and U.S. Protective Advance made hereunder.

“U.S. Revolving Credit Note” means a promissory note made by the Specified U.S. Borrower in favor of a U.S. Revolving Credit Lender evidencing U.S. Revolving Credit Loans or U.S. Swing Line Loans, as the case may be, made by such U.S. Revolving Credit Lender, substantially in the form of Exhibit C-1.

“U.S. Secured Cash Management Agreement” means any Secured Cash Management Agreement that is entered into by and between any U.S. Loan Party and any Cash Management Bank.

“U.S. Secured Hedge Agreement” means any Secured Hedge Agreement that is entered into by and between any U.S. Loan Party and any Hedge Bank.

“U.S. Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the U.S. Revolving Credit Lenders, each U.S. L/C Issuer, the U.S. Hedge Banks, the U.S. Cash Management Banks, each co‑agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, the Canadian Secured Parties and the other Persons the U.S. Obligations owing to which are or are purported to be secured by the U.S. Collateral under the terms of the Collateral Documents.

“U.S. Security Agreement” means the U.S. Security Agreement substantially in the form of Exhibit G-1 (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12 in respect of the U.S. Collateral).

“U.S. Subsidiary Guarantor” means each Domestic Subsidiary listed on Schedule 6.12 and each Person that shall, at any time, execute and deliver a U.S. Guaranty.

“U.S. Swing Line Borrowing” means a borrowing of a U.S. Swing Line Loan pursuant to Section 2.04.

“U.S. Swing Line Lender” means Bank of America in its capacity as provider of U.S. Swing Line Loans, or any successor swing line lender hereunder.

“U.S. Swing Line Loan” has the meaning specified in Section 2.04(A)(a).

“U.S. Swing Line Sublimit” means an amount equal to $20,000,000. The U.S. Swing Line Sublimit is part of, and not in addition to, the U.S. Revolving Credit Facility.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years 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 the date of determination and the making of each such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Withholding Agent” means any Loan Party and the Administrative Agent, as applicable.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms of the Loan Documents, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)    All other terms contained in this Agreement shall have, when the context so indicates, the meanings provided for by the UCC or the PPSA to the extent the same are used or defined therein. For purposes of any Collateral located in the Province of Québec or charged by any deed of hypothec (or any other Collateral Document) and for all other purposes pursuant to which the interpretation or construction of a Collateral Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property” shall be deemed to include “movable property,” (ii) “real property” shall be deemed to include “immovable property” and an “easement” shall be deemed to include a “servitude,” (iii) “tangible property” shall be deemed to include “corporeal property,” (iv) “intangible property” shall be deemed to include “incorporeal property,” (v) “security interest” and “mortgage” shall be deemed to include a “hypothec,” (vi) all references to filing, registering or recording financing statements or other required documents under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Quebec, and all references to releasing any Lien shall be deemed to include a release, discharge and mainlevee of a hypothec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset,” “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (x) an “agent” shall be deemed to include a “mandatary.”

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(c)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03    Accounting Terms. (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)    Changes in GAAP. If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application thereof.; provided further that, without limiting the generality of the foregoing, in no event will any lease that was or would have been categorized as an operating lease in accordance with GAAP, as in effect on the Fourth Amendment Effective Date and prior to the effectiveness (with respect to the Specified U.S. Borrower and its relevant Subsidiaries) of the changes described in the Proposed Accounting Standards Update to Leases (Topic 842), issued February 2016, be considered a Capitalized Lease solely as a result of the adoption of such changes in GAAP (it being understood and agreed that any such lease shall be treated hereunder as an operating lease).

1.04    Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

1.06    Timing of Payment or Performance. Unless otherwise specified herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.

1.07    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.08    Currency Equivalents Generally. (a) Calculations. All references in the Loan Documents to Loans, Letters of Credit, Obligations, Borrowing Base components and other amounts shall be denominated in

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Dollars, unless expressly provided otherwise. The Dollar equivalent of any amounts denominated or reported under a Loan Document in a currency other than Dollars shall be determined by the Administrative Agent on a daily basis, based on the current Spot Rate. Borrowers shall report value and other Borrowing Base components to the Administrative Agent in the currency invoiced by the applicable Loan Party or shown in the applicable Loan Party’s financial records, and unless expressly provided otherwise, shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, the Loan Parties shall repay such Obligation in such other currency.

(b) Judgments. If, for purposes of obtaining judgment in any court, it is necessary to convert a sum from the currency provided under a Loan Document (“Agreement Currency”) into another currency, the Spot Rate shall be used as the rate of exchange. Notwithstanding any judgment in a currency (“Judgment Currency”) other than the Agreement Currency, a Loan Party shall discharge its obligation in respect of any sum due under a Loan Document only if, on the Business Day following receipt by the Administrative Agent of payment in the Judgment Currency, the Administrative Agent can use the amount paid to purchase the sum originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent and the Lenders against such loss. If the purchased amount is greater than the sum originally due, the Administrative Agent shall return the excess amount to such Loan Party (or to the Person legally entitled thereto).

1.09    Collateral Agent. In the event that there shall exist no Person acting in the capacity of Collateral Agent, any references herein and the other Loan Documents to the Collateral Agent shall be deemed to refer to the Administrative Agent.